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, after consulting with the Preferred Equity Member, may or may cause the Company, with respect to each Asset that is not cash (“Non-Cash Asset”) that is standing 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 transfers under this paragraph:

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, after consulting with the Preferred Equity Member, may or may cause the Company, with respect to each Asset that is not cash (“Non-Cash Asset”) that is standing in the Preferred Equity Account and All Other Accounts, 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 transfers under this paragraph: