Common use of Distributions to Members Clause in Contracts

Distributions to Members. On the date (as determined by the Managing Member) when the Credit Agreement has been finally terminated and repaid and any and all security interests of the Lender over the Preferred Equity Account and All Other Accounts have been released and all other obligations of the Company due or to become due thereafter have been paid or provided for, the Managing Member shall or shall cause the Company to effect a liquidation to cash of any non-cash Assets standing to the balance of the Preferred Equity Account and All Other Accounts , and immediately following such liquidation: (a) to the extent the balance in the Preferred Equity Account, after subtracting the amount of any investment earnings accrued in the Preferred Equity Account, is less than $10 billion (such deficit, the “Preferred Equity Shortfall Amount”), cash in All Other Accounts in an amount equal to the Preferred Equity Shortfall Amount (or, if such Preferred Equity Shortfall Amount is greater than the aggregate amount in All Other Accounts, all funds, if any, in All Other Accounts) shall be transferred to the Preferred Equity Account; (b) the Preferred Equity Member shall be entitled to a distribution from the Company equal to (i) the cash balance of the Preferred Equity Account (which shall comprise a return of capital and any investment earnings thereon) plus (ii) 90% of the aggregate cash balance of All Other Accounts (which shall comprise the proceeds of UST’s equity investment in the Company), with such distribution to be transferred to the Exchange Stabilization Fund in accordance with written instructions to be provided by UST; (c) the Managing Member shall be entitled to a distribution from the Company equal to 10% of the aggregate cash balance of the All Other Accounts; and (d) the Company shall be deemed to immediately make, to the maximum extent permissible by applicable law (including Section 18-607 of the Act), such distribution to be payable to each such Member. The Managing Member shall give the Preferred Equity Member at least ten days’ prior written notice of the distribution to be made under this Section 13, together with an accounting of how the amounts proposed to be distributed as described above have been calculated.

Distributions to Members. On the date (as determined by the Managing Member) when the Credit Agreement has been finally terminated and repaid and any and all security interests of the Lender over the Preferred Equity Account and All Other Accounts have been released and all other obligations of the Company due or to become due thereafter have been paid or provided for, the Managing Member shall Member, after consulting with the Preferred Equity Member, may or shall may cause the Company Company, with respect to effect a liquidation to each Asset that is not cash of any non(“Non-cash Assets Cash Asset”) that is standing to the balance of in the Preferred Equity Account and All Other Accounts to, at the election of the Managing Member, either (1) in the event the Preferred Equity Member does not consent to a transfer in kind pursuant to clause (2), liquidate such Non-Cash Asset to cash, including where necessary to provide for the cash distribution to the Managing Member in respect of clause (b) below, or (2) with the consent of the Preferred Equity Member, transfer in kind such Non-Cash Asset to the Preferred Equity Member or any designee thereof (the total value of such Non-Cash Assets transferred in kind from All Other Accounts under this clause (2), the “Other Accounts In-Kind Value”). In the event of an in-kind transfer of a Non-Cash Asset pursuant to clause (2), the Preferred Equity Member shall cooperate with the Managing Member to promptly effectuate such transfer. Immediately following all such liquidations and immediately following such liquidationtransfers under this paragraph: (a) to the extent the balance in the Preferred Equity Account, after subtracting the amount of any investment earnings accrued in the Preferred Equity Account, is less than $10 billion (such deficit, the “Preferred Equity Shortfall Amount”), cash in All Other Accounts in an amount equal to the Preferred Equity Shortfall Amount (or, if such Preferred Equity Shortfall Amount is greater than the aggregate amount in All Other Accounts, all funds, if any, in All Other Accounts) shall be transferred to the Preferred Equity Account; (b) the Preferred Equity Member shall be entitled to a distribution from the Company equal to (i) the cash balance of the Preferred Equity Account (which shall comprise a return of capital and any investment earnings thereon) plus (ii) 90% the balance of any unreimbursed drawings from the Preferred Equity Account made in accordance with Section 2.8 of the aggregate Credit Agreement (the “Unreimbursed Balance”, and the cash balance of All Other Accounts minus the Unreimbursed Balance, the “Available Balance of All Other Accounts”) plus (which shall comprise iii) 90% of the proceeds sum of UST’s equity investment in the Company)Available Balance of All Other Accounts plus the Other Accounts In-Kind Value, minus (iv) the Other Accounts In-Kind Value, with such distribution to be transferred to the Exchange Stabilization Fund account or accounts directed by the Preferred Equity Member in accordance with written instructions to be provided by USTthe Preferred Equity Member; provided that in no event shall the amount of the distribution to which the Preferred Equity Member is entitled under this clause (a) exceed the cash balance of the Preferred Equity Account plus the cash balance of All Other Accounts; (cb) the Managing Member shall be entitled to a cash distribution from the Company equal to the greater of (i) 10% of the aggregate cash balance sum of the Available Balance of All Other AccountsAccounts and the Other Accounts In-Kind Value and (ii) zero; and (dc) the Company shall be deemed to immediately make, to the maximum extent permissible by applicable law (including Section 18-607 of the Act), such distribution to be payable to each such Member. For the avoidance of doubt, the Available Balance of All Other Accounts may be a negative number. The Managing Member shall give the Preferred Equity Member at least ten days’ prior written notice of the distribution to be made under this Section 13, together with an accounting of how the amounts proposed to be distributed as described above have been calculated.

Distributions to Members. On the date (as determined by the Managing Member) when the Credit Agreement has been finally terminated and repaid and any and all security interests of the Lender over the Preferred Equity Account and All Other Accounts have been released and all other obligations of the Company due or to become due thereafter have been paid or provided for, the Managing Member shall Member, after consulting with the Preferred Equity Member, may or shall may cause the Company Company, with respect to effect a liquidation to each Asset that is not cash of any non(“Non-cash Assets Cash Asset”) that is standing to the balance of in the Preferred Equity Account and All Other Accounts, to, at the election of the Managing Member, either (1) in the event the Preferred Equity Member does not consent to a transfer in kind pursuant to clause (2), liquidate such Non-Cash Asset to cash, including where necessary to provide for the cash distribution to the Managing Member in respect of clause (b) below, or (2) with the consent of the Preferred Equity Member, transfer in kind such Non-Cash Asset to the Preferred Equity Member or any designee thereof (the total value of such Non-Cash Assets transferred in kind from All Other Accounts under this clause (2) the “Other Accounts In-Kind Value”). In the event of an in-kind transfer of a Non-Cash Asset pursuant to clause (2), the Preferred Equity Member shall cooperate with the Managing Member to promptly effectuate such transfer. Immediately following all such liquidations and immediately following such liquidationtransfers under this paragraph: (a) to the extent the balance in the Preferred Equity Account, after subtracting the amount of any investment earnings accrued in the Preferred Equity Account, is less than $10 billion (such deficit, the “Preferred Equity Shortfall Amount”), cash in All Other Accounts in an amount equal to the Preferred Equity Shortfall Amount (or, if such Preferred Equity Shortfall Amount is greater than the aggregate amount in All Other Accounts, all funds, if any, in All Other Accounts) shall be transferred to the Preferred Equity Account; (b) the Preferred Equity Member shall be entitled to a distribution from the Company equal to (i) the cash balance of the Preferred Equity Account (which shall comprise a return of capital and any investment earnings thereon) plus (ii) 90% the balance of any unreimbursed drawings from the Preferred Equity Account made in accordance with Section 2.8 of the aggregate Credit Agreement (the “Unreimbursed Balance”, and the cash balance of All Other Accounts minus the Unreimbursed Balance, the “Available Balance of All Other Accounts”) plus (which shall comprise iii) 90% of the proceeds sum of UST’s equity investment in the Company)Available Balance of All Other Accounts plus the Other Accounts In-Kind Value, minus (iv) the Other Accounts In-Kind Value, with such distribution to be transferred to the Exchange Stabilization Fund account or accounts directed by the Preferred Equity Member in accordance with written instructions to be provided by USTthe Preferred Equity Member; (cb) the Managing Member shall be entitled to a cash distribution from the Company equal to 10% of the aggregate cash balance sum of the Available Balance of All Other AccountsAccounts and the Other Accounts In-Kind Value; and (dc) the Company shall be deemed to immediately make, to the maximum extent permissible by applicable law (including Section 18-607 of the Act), such distribution to be payable to each such Member. The Managing Member shall give the Preferred Equity Member at least ten days’ prior written notice of the distribution to be made under this Section 13, together with an accounting of how the amounts proposed to be distributed as described above have been calculated.

Distributions to Members. On the date (as determined by the Managing Member) when the Credit Agreement has been finally terminated and repaid and any and all security interests of the Lender over the Preferred Equity Account and All Other Accounts have been released and all other obligations of the Company due or to become due thereafter have been paid or provided for, the Managing Member shall Member, after consulting with the Preferred Equity Member, may or shall may cause the Company Company, with respect to effect a liquidation to each Asset that is not cash of any non(“Non-cash Assets Cash Asset”) that is standing to the balance of in the Preferred Equity Account and All Other Accounts, to, at the election of the Managing Member, either (1) in the event the Preferred Equity Member does not consent to a transfer in kind pursuant to clause (2), liquidate such Non-Cash Asset to cash, including where necessary to provide for the cash distribution to the Managing Member in respect of clause (b) below, or (2) with the consent of the Preferred Equity Member, transfer in kind such Non-Cash Asset to the Preferred Equity Member or any designee thereof (the total value of such Non-Cash Assets transferred in kind from All Other Accounts under this clause (2) the “Other Accounts In-Kind Value”). In the event of an in-kind transfer of a Non-Cash Asset pursuant to clause (2), the Preferred Equity Member shall cooperate with the Managing Member to promptly effectuate such transfer. Immediately following all such liquidations and immediately following such liquidationtransfers under this paragraph: (a) to the extent the balance in the Preferred Equity Account, after subtracting the amount of any investment earnings accrued in the Preferred Equity Account, is less than $10 billion (such deficit, the “Preferred Equity Shortfall Amount”), cash in All Other Accounts in an amount equal to the Preferred Equity Shortfall Amount (or, if such Preferred Equity Shortfall Amount is greater than the aggregate amount in All Other Accounts, all funds, if any, in All Other Accounts) shall be transferred to the Preferred Equity Account; (b) the Preferred Equity Member shall be entitled to a distribution from the Company equal to (i) the cash balance of the Preferred Equity Account (which shall comprise a return of capital and any investment earnings thereon) plus (ii) 90% the balance of any unreimbursed drawings from the Preferred Equity Account made in accordance with Section 2.8 of the aggregate Credit Agreement (the “Unreimbursed Balance”, and the cash balance of All Other Accounts minus the Unreimbursed Balance, the “Available Balance of All Other Accounts”) plus (which shall comprise iii) 90% of the proceeds sum of UST’s equity investment in the Company)Available Balance of All Other Accounts plus the Other Accounts In-Kind Value, minus (iv) the Other Accounts In-Kind Value, with such distribution to be transferred to the Exchange Stabilization Fund account or accounts directed by the Preferred Equity Member in accordance with written instructions to be provided by USTthe Preferred Equity Member; provided that in no event shall the amount of the distribution to which the Preferred Equity Member is entitled under this clause (a) exceed the cash balance of the Preferred Equity Account plus the cash balance of All Other Accounts; (cb) the Managing Member shall be entitled to a cash distribution from the Company equal to the greater of (i) 10% of the aggregate cash balance sum of the Available Balance of All Other AccountsAccounts and the Other Accounts In-Kind Value and (ii) zero; and (dc) the Company shall be deemed to immediately make, to the maximum extent permissible by applicable law (including Section 18-607 of the Act), such distribution to be payable to each such Member. The Managing Member shall give the Preferred Equity Member at least ten days’ prior written notice of the distribution to be made under this Section 13, together with an accounting of how the amounts proposed to be distributed as described above have been calculated.

Distributions to Members. (a) On the a date (as determined by the Managing Member) when after all of the Company’s obligations under the Credit Agreement has have been finally terminated and repaid and there are no unreimbursed drawings from the Preferred Equity Account made in accordance with Section 2.8 of the Credit Agreement, the Managing Member may cause the Company, with written notice to the Preferred Equity Member, to make a distribution from the Preferred Equity Account (up to the available balance thereof which shall comprise a return of equity and any investment earnings thereon), and shall liquidate to cash all non-cash assets of the Preferred Equity Account for the purpose of making such distribution; and such distribution shall be transferred to the account or accounts directed by UST in accordance with written instructions to be provided by UST. (b) On a date (as determined by the Managing Member) after the balance of the Preferred Equity Account is zero, any and all security interests of the Lender over the Preferred Equity Account and All Other Accounts have been released released, and all other obligations of the Company due or expected to become due thereafter have been paid or provided for: (i) the Managing Member shall cause all remaining assets in All Other Accounts of the Company to be liquidated in such manner as the Managing Member shall determine, with the proceeds thereof to be held in cash or cash equivalents (including government money market mutual funds that are compliant with Rule 2a-7 under the Investment Company Act of 1940, as amended) in All Other Accounts; and if the Managing Member determines it to be appropriate, the Managing Member shall set aside reserves in cash or shall cause the Company to effect a liquidation to cash of any non-cash Assets standing to the balance of the Preferred Equity Account and All Other Accounts , and immediately following such liquidation: (a) to the extent the balance in the Preferred Equity Account, after subtracting the amount of any investment earnings accrued in the Preferred Equity Account, is less than $10 billion (such deficit, the “Preferred Equity Shortfall Amount”), cash equivalents in All Other Accounts for any amounts as it may determine, in an its sole discretion, are expected or reasonably likely to be incurred after the date of such liquidation and are not yet paid (the amount equal to of such reserves the Preferred Equity Shortfall Amount “Expense Reserve Amount”); (or, if such Preferred Equity Shortfall Amount is greater than ii) from the aggregate amount in balance of All Other Accounts, all funds, if any, on such date as is designated by the Managing Member in All Other Accounts) shall be transferred to the Preferred Equity Account;its discretion: (bA) the Preferred Equity Member shall be entitled to a distribution from the Company equal to (i) the cash balance of the Preferred Equity Account (which shall comprise a return of capital and any investment earnings thereon) plus (ii) 90% of the aggregate cash balance of All Other Accounts (which shall comprise net of the proceeds of UST’s equity investment in the CompanyExpense Reserve Amount (if any)), with such distribution to be transferred to the Exchange Stabilization Fund account or accounts directed by UST in accordance with written instructions to be provided by UST;; and (cB) the Managing Member shall be entitled to a distribution from the Company equal to 10% of the aggregate cash balance of All Other Accounts (net of the Expense Reserve Amount (if any)); (iii) on such date as the Managing Member may determine in its sole discretion that the remaining undisbursed balance of the All Other AccountsExpense Reserve Amount exceeds any expected subsequent expenses of the Company (such excess amount as designated by the Managing Member an “Excess Reserve”), the Preferred Equity Member shall be entitled to a distribution from the Company equal to 90% of the relevant Excess Reserve, with such distribution to be transferred to the account or accounts directed by UST in accordance with written instructions to be provided by UST, and the Managing Member shall be entitled to a distribution from the Company equal to 10% of the relevant Excess Reserve; and (dc) the The Company shall be deemed to immediately make, to the maximum extent permissible by applicable law (including Section 18-607 of the Act), such distribution to be all distributions payable to each such Membera Member hereunder. The Managing Member shall give the Preferred Equity Member at least ten four days’ prior written notice of the each distribution to be made under this Section 13, together with an accounting of how the amounts proposed to be distributed (which amount will be an estimate at the time of the notice) as described above have been calculated.