Common use of Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations Clause in Contracts

Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations. (a) If the Partnership is "liquidated" within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, (i) distributions shall be made pursuant to this Article XIII 36 to the Partners who have positive balances in their Capital Accounts in compliance with Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations and (ii) if the General Partner Capital Account has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations. If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. (b) In the discretion of the Liquidator, with the consent of the Class A Limited Partner, a portion (determined in the manner provided below) of the distributions that would otherwise be made to the Partners pursuant to this Article XIII may be: (i) Distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, collecting amounts owed to the Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The property and assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions (as determined in the manner provided below) as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 13.02; or (ii) Withheld to provide a reasonable reserve for Partnership debts and liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership; provided that such withheld amounts shall be distributed to the Partners as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to Section 13.03(i) or withheld to provide a reserve pursuant to Section 13.03(ii) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to the amount of such distributions immediately prior to any distributions being made pursuant to Section 13.02.

Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations. (a) If In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) of the Regulations), (ix) distributions shall be made pursuant to this Article XIII 36 XI to the Partners who have positive balances in their Capital Accounts in compliance with Regulations Section 1.704-1.704- 1(b)(2)(ii)(b)(2) of the Regulations ), and (iiy) if the General Partner Partner's Capital Account has a deficit balance in its Capital Account (after giving effect to all contributions, distributions distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), such then the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero zero, in compliance with Regulations Section 1.704-1.704- 1(b)(2)(ii)(b)(3) of the Regulations). If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution contribute to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. (b) . In the discretion of the Liquidator, with the consent of the Class A Limited Partner, Liquidating Trustee a portion (determined in the manner provided below) of the distributions that would otherwise be made to the Partners pursuant to this Article XIII XI may be: (i) Distributed be distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, collecting amounts owed to the Partnership Partnership, and paying any contingent contingent, conditional or unforeseen unmatured liabilities or obligations of the Partnership or of the General Partner Partners arising out of or in connection with the Partnership. The property and assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the LiquidatorGeneral Partner, in the same proportions (as determined in the manner provided below) as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 13.02; or (ii) Withheld to provide a reasonable reserve for Partnership debts and liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership; provided that such withheld amounts shall be distributed to the Partners as soon as practicable11.1. The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to this Section 13.03(i) or withheld to provide a reserve pursuant to Section 13.03(ii) 11.2 shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to the amount of such distributions amounts immediately prior to any distributions being made pursuant to Section 13.0211.1.

Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations. (a) If In the Partnership event Garnet is "liquidated" within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g) of the Regulations), (ix) distributions Distributions shall be made pursuant to this Article XIII 36 XII to the Partners Members who have positive balances in their Capital Accounts in compliance with Regulation Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations ), and (iiy) if the General Partner Garnet Common Member's Capital Account has a deficit balance in its Capital Account (after giving effect to all contributions, distributions Distributions, and allocations for all taxable yearsAllocation Periods, including the taxable year Allocation Period during which such liquidation occurs), such General Partner the Garnet Common Member shall contribute make a Capital Contribution to the capital of the Partnership Garnet in the amount necessary to restore such deficit balance to zero in compliance with Regulation Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations). If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. (b) In the discretion of the Liquidator, with the consent of the Class A Limited PartnerMembers, a portion (determined in the manner provided below) of the distributions that would otherwise be made to the Partners Members pursuant to this Article XIII XII may be: (ia) Distributed to a trust established for the benefit of the Partners Members solely for the purposes of liquidating Partnership Garnet Property, collecting amounts owed to the Partnership Garnet, and paying any contingent or unforeseen liabilities or obligations of the Partnership Garnet or of the General Partner Managing Member arising out of or in connection with the PartnershipGarnet. The property and assets of any such trust shall be distributed to the Partners Members from time to time, in the reasonable discretion of Garnet LLC Agreement the Liquidator, in the same proportions (as determined in the manner provided below) as the amount distributed to such trust by the Partnership Garnet would otherwise have been distributed to the Partners Members pursuant to Section 13.0212.2; or (iib) Withheld to provide a reasonable reserve for Partnership debts and liabilities (contingent or otherwise) of Garnet and to allow for the collection of the unrealized portion of any installment obligations owed to the PartnershipGarnet; provided provided, however, that such withheld amounts shall be distributed to the Partners Members as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners Members that is instead distributed to a trust pursuant to Section 13.03(i12.3(a) or withheld to provide a reserve pursuant to Section 13.03(ii12.3(b) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership Garnet had realized an expense equal to the amount of such distributions amounts immediately prior to any distributions being made pursuant to Section 13.0212.2.

Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations. (a) If In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) of the Regulations), (ix) distributions shall be made pursuant to this Article XIII 36 XII to the Partners who have positive balances in their Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations ), and (iiy) if the General Partner Partner’s Capital Account has a deficit balance in its Capital Account (after giving effect to all contributions, distributions distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), such the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations). If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. (b) . In the discretion of the Liquidator, with the consent of the Class A Limited PartnerPartners, a portion (determined in the manner provided below) of the distributions that would may otherwise be made to the Partners pursuant to this Article XIII XII may be: (ia) Distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, collecting amounts owed to the Partnership Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The property and assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions (as determined in the manner provided below) as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 13.0212.02 hereof; or (iib) Withheld to provide a reasonable reserve for Partnership debts and liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership; , provided that such withheld amounts shall be distributed to the Partners as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to Section 13.03(i12.03(a) hereof or withheld to provide a reserve pursuant to Section 13.03(ii12.03(b) hereof shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to the amount of such distributions amounts immediately prior to any distributions being made pursuant to Section 13.0212.02 hereof.

Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations. (a) If In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) of the Regulations), (ix) distributions shall be made pursuant to this Article XIII 36 XII to the Partners who have positive balances in their Capital Accounts in compliance with Regulations Section 1.704l.704-1(b)(2)(ii)(b)(2) of the Regulations ), and (iiy) if the General Partner Partner’s Capital Account has a deficit balance in its Capital Account (after giving effect to all contributions, distributions distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), such the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704l.704-1(b)(2)(ii)(b)(3) of the Regulations). If any the Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such the Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. (b) . In the discretion of the Liquidator, with the consent of the Class A Limited Partner, a portion (determined in the manner provided below) of the distributions that would may otherwise be made to the Partners pursuant to this Article XIII XII may be: (ia) Distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, collecting amounts owed to the Partnership Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The property and assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions (as determined in the manner provided below) as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 13.0212.02 hereof; or (iib) Withheld to provide a reasonable reserve for Partnership debts and liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership; , provided that such withheld amounts shall be distributed to the Partners as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to Section 13.03(i12.03(a) hereof or withheld to provide a reserve pursuant to Section 13.03(ii12.03(b) hereof shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to the amount of such distributions amounts immediately prior to any distributions being made pursuant to Section 13.0212.02 hereof.

Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations. (a) If the Partnership is "liquidated" within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, (i) distributions shall be made pursuant to this Article XIII 36 to the Partners who have positive balances in their Capital Accounts in compliance with Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations and (ii) if the General Partner Capital Account has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations. If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. (b) In the discretion of the Liquidator, with the consent of the Class A Limited Partner, a portion (determined in the manner provided below) of the distributions that would otherwise be made to the Partners pursuant to this Article XIII may be: (i) Distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, collecting amounts owed to the Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The property and assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions (as determined in the manner provided below) as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 13.02; or (ii) Withheld to provide a reasonable reserve for Partnership debts and liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership; provided that such withheld amounts shall be distributed to the Partners as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to Section 13.03(i) or withheld to provide a reserve pursuant to Section 13.03(ii) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to the amount of such distributions immediately prior to any distributions being made pursuant to Section 13.02.to

Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations. (a) If In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) of the Regulations), (ix) distributions shall be made pursuant to this Article XIII 36 XII to the Partners who have positive balances in their Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations ), and (iiy) if the General Partner Partner's Capital Account has a deficit balance in its Capital Account (after giving effect to all contributions, distributions distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), such the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations). If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. (b) . In the discretion of the Liquidator, with the consent of the Class A Limited PartnerPartners, a portion (determined in the manner provided below) of the distributions that would may otherwise be made to the Partners pursuant to this Article XIII XII may be: (ia) Distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, collecting amounts owed to the Partnership Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The property and assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions (as determined in the manner provided below) as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 13.0212.02; or (iib) Withheld to provide a reasonable reserve for Partnership debts and liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership; , provided that such withheld amounts shall be distributed to the Partners as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to Section 13.03(i12.03(a) or withheld to provide a reserve pursuant to Section 13.03(ii12.03(b) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to the amount of such distributions amounts immediately prior to any distributions being made pursuant to Section 13.0212.02.

Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations. (a) If In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) of the Regulations), (ix) distributions shall be made pursuant to this Article XIII 36 XII to the Partners who have positive balances in their Capital Accounts in compliance with Regulations 58 Section 1.7041. 704-1(b)(2)(ii)(b)(2) of the Regulations ), and (iiy) if the General Partner Partner's Capital Account has a deficit balance in its Capital Account (after giving effect to all contributions, distributions distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), such the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations). If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. (b) . In the discretion of the Liquidator, with the consent of the Class A Limited PartnerPartners, a portion (determined in the manner provided below) of the distributions that would may otherwise be made to the Partners pursuant to this Article XIII XII may be: (ia) Distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, collecting amounts owed to the Partnership Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The property and assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions (as determined in the manner provided below) as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 13.0212.02; or (iib) Withheld to provide a reasonable reserve for Partnership debts and liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership; , provided that such withheld amounts shall be distributed to the Partners as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to Section 13.03(i12.03(a) or withheld to provide a reserve pursuant to Section 13.03(ii12.03(b) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to the amount of such distributions amounts immediately prior to any distributions being made pursuant to Section 13.0212.02.

Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations. (a) If In the Partnership event Diamond is "liquidated" within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g) of the Regulations), (ix) distributions Distributions shall be made pursuant to this Article XIII 36 XII to the Partners Members who have positive balances in their Capital Accounts in compliance with Regulation Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations ), and (iiy) if the General Partner Diamond Class B Member's Capital Account has a deficit balance in its Capital Account (after giving effect to all contributions, distributions Distributions, and allocations for all taxable yearsAllocation Periods, including the taxable year Allocation Period during which such liquidation occurs), such General Partner the Diamond Diamond LLC Agreement Class B Member shall contribute make a Capital Contribution to the capital of the Partnership Diamond in the amount necessary to restore such deficit balance to zero in compliance with Regulation Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations). If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. (b) In the discretion of the Liquidator, with the consent of the Class A Limited PartnerMembers, a portion (determined in the manner provided below) of the distributions that would otherwise be made to the Partners Members pursuant to this Article XIII XII may be: (ia) Distributed to a trust established for the benefit of the Partners Members solely for the purposes of liquidating Partnership Diamond Property, collecting amounts owed to the Partnership Diamond, and paying any contingent or unforeseen liabilities or obligations of the Partnership Diamond or of the General Partner Managing Member arising out of or in connection with the PartnershipDiamond. The property and assets of any such trust shall be distributed to the Partners Members from time to time, in the reasonable discretion of the Liquidator, in the same proportions (as determined in the manner provided below) as the amount distributed to such trust by the Partnership Diamond would otherwise have been distributed to the Partners Members pursuant to Section 13.0212.2; or (iib) Withheld to provide a reasonable reserve for Partnership debts and liabilities (contingent or otherwise) of Diamond and to allow for the collection of the unrealized portion of any installment obligations owed to the PartnershipDiamond; provided provided, however, that such withheld amounts shall be distributed to the Partners Members as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners Members that is instead distributed to a trust pursuant to Section 13.03(i12.3(a) or withheld to provide a reserve pursuant to Section 13.03(ii12.3(b) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership Diamond had realized an expense equal to the amount of such distributions amounts immediately prior to any distributions being made pursuant to Section 13.0212.2.