Common use of Distributions in Kind to ERISA Members Clause in Contracts

Distributions in Kind to ERISA Members. If a distribution proposed to be made in kind under any provision of this Agreement, including a liquidating distribution or a distribution to a withdrawing ERISA Member pursuant to 14.2.4, would result in the receipt by an ERISA Member of securities or other property which such ERISA Member could not hold without such holding constituting a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, then such ERISA Member shall so notify the Company and the Company shall use commercially reasonable efforts, consistent with its obligations to the other Members, to cause the property which would otherwise have been distributed to such ERISA Member to be disposed of by the Company and the proceeds of such disposition to be remitted to such ERISA Member or, in the Company’s discretion, to make other arrangements reasonably acceptable to such ERISA Member; provided that such arrangements shall take into account accrued Incentive Fee payments attributable to the Common Units being redeemed and shall only be made in a manner that does not jeopardize the Company’s status as a BDC and a RIC.