Common use of Distribution of Assets on Liquidation Clause in Contracts

Distribution of Assets on Liquidation. (a) In liquidating the Company, the Company will make distributions in cash, in kind, or partly in cash and partly in kind as the General Partner, under the supervision of the Board of Directors, may, in its sole discretion, determine; provided, however, that any distribution made partly in cash and partly in kind shall be pro rata among the Partners in proportion to their interests to the extent reasonably practicable and if not reasonably practicable, in such non-pro rata manner as is determined by the Investment Manager, under the supervision of the Board of Directors, to be fair and equitable; provided, further, that the General Partner will use reasonable efforts to make all distributions in kind, if any, in the form of freely tradable securities. The General Partner need not distribute all of the Assets at once, but may make partial distributions and shall not be required to redeem the Preferred Interests prior to making any liquidating distribution in respect of the Common Interests so long as the Company has set aside liquid assets in excess of liabilities sufficient to pay the liquidation preference and all accumulated and unpaid distributions of the Preferred Interests. (b) In connection with the liquidation of the Company, the Assets (after paying or otherwise providing for the claims of creditors of the Company, the Advisory Fees, claims by the Board of Directors, the General Partner, the Investment Manager or their respective Affiliated Persons for expenses of the Company paid by any of them, any other liabilities of the Company and reasonable reserves for any anticipated or contingent liabilities or obligations and all accumulated and unpaid distributions on Preferred Interests) shall be distributed to the Partners in accordance with Section 8.1.

Distribution of Assets on Liquidation. (a) In liquidating the Company, the Company will make distributions in cash, in kind, or partly in cash and partly in kind as the General Partner, under the supervision of the Board of Directors, may, in its sole discretion, determine; provided, however, that any distribution made partly in cash and partly in kind shall be pro rata among the Partners in proportion to their interests to the extent reasonably practicable and if not reasonably practicable, in such non-pro rata manner as is determined by the Investment Manager, under the supervision of the Board of Directors, to be fair and equitable; provided, further, that the General Partner will use reasonable efforts to make all distributions in kind, if any, in the form of freely tradable securities. The General Partner need not distribute all of the Assets at once, but may make partial distributions and shall not be required to redeem the Preferred Interests prior to making any liquidating distribution in respect of the Common Interests so long as the Company has set aside liquid assets in excess of liabilities sufficient to pay the liquidation preference and all accumulated and unpaid distributions of the Preferred Interests. (b) In connection with the liquidation of the Company, the Assets (after paying or otherwise providing for the claims of creditors of the Company, the Advisory Fees, claims by the Board of Directors, the General Partner, the Investment Manager, the Co-Manager or their respective Affiliated Persons for expenses of the Company paid by any of them, any other liabilities of the Company and reasonable reserves for any anticipated or contingent liabilities or obligations and all accumulated and unpaid distributions on Preferred Interests) shall be distributed to the Partners in accordance with Section 8.1.

Distribution of Assets on Liquidation. (a) In liquidating the Company, the Company will make distributions in cash, in kind, or partly in cash and partly in kind as the General PartnerInvestment Manager, under the supervision of the Board of DirectorsTrustees, may, in its sole discretion, determine; provided, however, that any distribution made partly in cash and partly in kind shall be pro rata among the Partners Shareholders in proportion to their interests to the extent reasonably practicable and if not reasonably practicable, in such non-pro rata manner as is determined by the Investment Manager, under the supervision of the Board of DirectorsTrustees, to be fair and equitable; provided, further, that the General Partner Investment Manager will use reasonable efforts to make all distributions in kind, if any, in the form of freely tradable securities. The General Partner Investment Manager need not distribute all of the Assets at once, but may make partial distributions and shall not be required to redeem the Preferred Interests Shares prior to making any liquidating distribution in respect of the Common Interests Shares so long as the Company has set aside liquid assets in excess of liabilities sufficient to pay the liquidation preference and all accumulated and unpaid distributions of the Preferred InterestsShares. (b) In connection with the liquidation of the Company, the Assets (after paying or otherwise providing for the claims of creditors of the Company, the Advisory Fees, claims by the Board of Directors, the General Partner, the Investment Manager or their its respective Affiliated Persons for expenses of the Company paid by any of them, any other liabilities of the Company and reasonable reserves for any anticipated or contingent liabilities or obligations and all accumulated and unpaid distributions on Preferred InterestsShares) shall be distributed to the Partners Shareholders in accordance with Section 8.1; provided, however, that if the Special Share is outstanding the Special Shareholder's original $1,000 contribution shall be returned to it, without interest.

Distribution of Assets on Liquidation. (a) In liquidating the Company, the Company will make distributions in cash, in kind, or partly in cash and partly in kind as the General PartnerInvestment Manager, under the supervision of the Board of Directors, may, in its sole discretion, determine; provided, however, that any distribution made partly in cash and partly in kind shall be pro rata among the Partners Members in proportion to their interests to the extent reasonably practicable and if not reasonably practicable, in such non-pro rata manner as is determined by the Investment Manager, under the supervision of the Board of Directors, to be fair and equitable; provided, further, that the General Partner Investment Manager will use reasonable efforts to make all distributions in kind, if any, in the form of freely tradable securities. The General Partner Investment Manager need not distribute all of the Assets at once, but may make partial distributions and shall not be required to redeem the Preferred Interests Shares prior to making any liquidating distribution in respect of the Common Interests Shares so long as the Company has set aside liquid assets in excess of liabilities sufficient to pay the liquidation preference and all accumulated and unpaid distributions of the Preferred InterestsShares. (b) In connection with the liquidation of the Company, the Assets (after paying or otherwise providing for the claims of creditors of the Company, the Advisory Fees, claims by the Board of Directors, the General PartnerInvestment Manager, the Investment Co-Manager or their respective Affiliated Persons for expenses of the Company paid by any of them, any other liabilities of the Company and reasonable reserves for any anticipated or contingent liabilities or obligations and all accumulated and unpaid distributions on Preferred InterestsShares) shall be distributed to the Partners Members in accordance with Section 8.1.

Distribution of Assets on Liquidation. (a) In liquidating the CompanyPartnership, the Company Partnership will make distributions in cash, in kind, or partly in cash and partly in kind as the General Partner, under the supervision of the Board of Directors, may, in its sole discretion, determine; provided, however, that any distribution made partly in cash and partly in kind shall be pro rata among the Partners in proportion to their interests to the extent reasonably practicable and if not reasonably practicable, in such non-pro rata manner as is determined by the Investment Manager, under the supervision of the Board of Directors, to be fair and equitable; provided, further, that the General Partner will use reasonable efforts to make all distributions in kind, if any, in the form of freely tradable securities. The General Partner need not distribute all of the Assets at once, but may make partial distributions and shall not be required to redeem the Preferred Interests prior to making any liquidating distribution in respect of the Common Interests so long as the Company Partnership has set aside liquid assets in excess of liabilities sufficient to pay the liquidation preference and all accumulated and unpaid distributions of the Preferred Interests. (b) In connection with the liquidation of the CompanyPartnership, the Assets (after paying or otherwise providing for the claims of creditors of the CompanyPartnership, the Advisory Fees, claims by the Board of Directors, the General Partner, the Investment Manager or their respective Affiliated Persons for expenses of the Company Partnership paid by any of them, any other liabilities of the Company Partnership and reasonable reserves for any anticipated or contingent liabilities or obligations and all accumulated and unpaid distributions on Preferred Interests) shall be distributed to the Partners in accordance with Section 8.1.

Distribution of Assets on Liquidation. (a) In liquidating the Company, the Company will make distributions in cash, in kind, or partly in cash and partly in kind as the General PartnerInvestment Manager, under the supervision of the Board of Directors, may, in its sole discretion, determine; provided, however, that any distribution made partly in cash and partly in kind shall be pro rata among the Partners Members in proportion to their interests to the extent reasonably practicable and if not reasonably practicable, in such non-pro rata manner as is determined by the Investment Manager, under the supervision of the Board of Directors, to be fair and equitable; provided, further, that the General Partner Investment Manager will use reasonable efforts to make all distributions in kind, if any, in the form of freely tradable securities. The General Partner Investment Manager need not distribute all of the Assets at once, but may make partial distributions and shall not be required to redeem the Preferred Interests Shares prior to making any liquidating distribution in respect of the Common Interests Shares so long as the Company has set aside liquid assets in excess of liabilities sufficient to pay the liquidation preference and all accumulated and unpaid distributions of the Preferred InterestsShares. (b) In connection with the liquidation of the Company, the Assets (after paying or otherwise providing for the claims of creditors of the Company, including without limitation, holders of the Notes, the Advisory Fees, claims by the Board of Directors, the General Partner, the Investment Manager or their respective Affiliated Persons for expenses of the Company paid by any of them, any other liabilities of the Company and reasonable reserves for any anticipated or contingent liabilities or obligations and all accumulated and unpaid distributions on Preferred InterestsShares) shall be distributed to the Partners Members in accordance with Section 8.1.

Distribution of Assets on Liquidation. (a) In liquidating the Company, the Company will make distributions in cash, in kind, or partly in cash and partly in kind as the General PartnerInvestment Manager, under the supervision of the Board of Directors, may, in its sole discretion, determine; provided, however, that any distribution made partly in cash and partly in kind shall be pro rata among the Partners Members in proportion to their interests to the extent reasonably practicable and if not reasonably practicable, in such non-pro rata manner as is determined by the Investment Manager, under the supervision of the Board of Directors, to be fair and equitable; provided, further, that the General Partner Investment Manager will use reasonable efforts to make all distributions in kind, if any, in the form of freely tradable securities. The General Partner Investment Manager need not distribute all of the Assets at once, but may make partial distributions and shall not be required to redeem the Preferred Interests Shares prior to making any liquidating distribution in respect of the Common Interests Shares so long as the Company has set aside liquid assets in excess of liabilities sufficient to pay the liquidation preference and all accumulated and unpaid distributions of the Preferred InterestsShares. (b) In connection with the liquidation of the Company, the Assets (after paying or otherwise providing for the claims of creditors of the Company, the Advisory Fees, claims by the Board of Directors, the General PartnerInvestment Manager, the Investment Co-Manager or their respective Affiliated Persons for expenses of the Company paid by any of them, any other liabilities of the Company and reasonable reserves for any anticipated or contingent liabilities or obligations and all accumulated and unpaid distributions on Preferred InterestsShares) shall be distributed to the Partners Members in accordance with Section 8.1; provided, however, that the $1,000 contribution for the Series S Preferred Share shall be returned to the holder thereof without interest.

Distribution of Assets on Liquidation. (a) In liquidating the Company, the Company will make distributions in cash, in kind, or partly in cash and partly in kind as the General PartnerInvestment Manager, under the supervision of the Board of Directors, may, in its sole discretion, determine; provided, however, that any distribution made partly in cash and partly in kind shall be pro rata among the Partners Members in proportion to their interests to the extent reasonably practicable and if not reasonably practicable, in such non-pro rata manner as is determined by the Investment Manager, under the supervision of the Board of Directors, to be fair and equitable; provided, further, that the General Partner Investment Manager will use reasonable efforts to make all distributions in kind, if any, in the form of freely tradable securities. The General Partner Investment Manager need not distribute all of the Assets at once, but may make partial distributions and shall not be required to redeem the Preferred Interests Shares prior to making any liquidating distribution in respect of the Common Interests Shares so long as the Company has set aside liquid assets in excess of liabilities sufficient to pay the liquidation preference and all accumulated and unpaid distributions of the Preferred InterestsShares. (b) In connection with the liquidation of the Company, the Assets (after paying or otherwise providing for the claims of creditors of the Company, the Advisory Fees, the Shareholder Servicing Fees, claims by the Board of Directors, the General PartnerInvestment Manager, the Investment Manager or their respective its Affiliated Persons for expenses of the Company paid by any of them, any other liabilities of the Company and reasonable reserves for any anticipated or contingent liabilities or obligations and all accumulated and unpaid distributions on Preferred InterestsShares) shall be distributed to the Partners Members in accordance with Section 8.1.

Distribution of Assets on Liquidation. (a) In liquidating the Company, the Company will make distributions in cash, in kind, or partly in cash and partly in kind as the General PartnerInvestment Manager, under the supervision of the Board of Directors, may, in its sole discretion, determine; provided, however, that any distribution made partly in cash and partly in kind shall be pro rata among the Partners Members in proportion to their interests to the extent reasonably practicable and if not reasonably practicable, in such non-pro rata manner as is determined by the Investment Manager, under the supervision of the Board of Directors, to be fair and equitable; provided, further, that the General Partner Investment Manager will use reasonable efforts to make all distributions in kind, if any, in the form of freely tradable securities. The General Partner Investment Manager need not distribute all of the Assets at once, but may make partial distributions and shall not be required to redeem the Preferred Interests Shares prior to making any liquidating distribution in respect of the Common Interests Shares so long as the Company has set aside liquid assets in excess of liabilities sufficient to pay the liquidation preference and all accumulated and unpaid distributions of the Preferred InterestsShares. (b) In connection with the liquidation of the Company, the Assets (after paying or otherwise providing for the claims of creditors of the Company, the Advisory Fees, claims by the Board of Directors, the General PartnerInvestment Manager, the Investment Co-Manager or their respective Affiliated Persons for expenses of the Company paid by any of them, any other liabilities of the Company and reasonable reserves for any anticipated or contingent liabilities or obligations and all accumulated and unpaid distributions on Preferred InterestsShares) shall be distributed to the Partners Members in accordance with Section 8.1; provided, however, that the Special Member's original $1,000 contribution shall be returned to it, without interest.

Distribution of Assets on Liquidation. (a) In liquidating the Company, the Company will make distributions in cash, in kind, or partly in cash and partly in kind as the General PartnerInvestment Manager, under the supervision of the Board of Directors, may, in its sole discretion, determine; provided, however, that any distribution made partly in cash and partly in kind shall be pro rata among the Partners Members in proportion to their interests to the extent reasonably practicable and if not reasonably practicable, in such non-pro rata manner as is determined by the Investment Manager, under the supervision of the Board of Directors, to be fair and equitable; provided, further, that the General Partner Investment Manager will use reasonable efforts to make all distributions in kind, if any, in the form of freely tradable securities. The General Partner Investment Manager need not distribute all of the Assets at once, but may make partial distributions and shall not be required to redeem the Preferred Interests Shares prior to making any liquidating distribution in respect of the Common Interests Shares so long as the Company has set aside liquid assets in excess of liabilities sufficient to pay the liquidation preference and all accumulated and unpaid distributions of the Preferred InterestsShares. (b) In connection with the liquidation of the Company, the Assets (after paying or otherwise providing for the claims of creditors of the Company, the Advisory Fees, claims by the Board of Directors, the General Partner, the Investment Manager or their respective Affiliated Persons for expenses of the Company paid by any of them, any other liabilities of the Company and reasonable reserves for any anticipated or contingent liabilities or obligations and all accumulated and unpaid distributions on Preferred InterestsShares) shall be distributed to the Partners Members in accordance with Section 8.1; provided, however, that the Special Member's original $1,000 contribution shall be returned to it, without interest.