Common use of Compliance with Certain Requirements of Regulations; Deficit Capital Accounts Clause in Contracts

Compliance with Certain Requirements of Regulations; Deficit Capital Accounts. In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article VII to the Members who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs). If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or any other Person for any purpose whatsoever. In the discretion of the Members, a pro rata portion of the distributions that would otherwise be made to the Members and pursuant to this Article VII may be withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon a practicable.

Compliance with Certain Requirements of Regulations; Deficit Capital Accounts. In the event the Company Partnership is “"liquidated” " within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), (x) distributions shall be made pursuant to this Article VII XII to the Members General Partner and Interest Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (y) if any General Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all Fiscal Yearstaxable years, including the Fiscal Year 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 Regulations Section 1.704-1(b)(2)(ii)(b)(3). If any Member Interest Holder has a deficit balance in its his Capital Account (after giving effect to all contributions, distributions, distributions and allocations for all Fiscal Yearstaxable years, including the Fiscal Year taxable year during which such liquidation occurs), such member Interest Holder shall have no obligation to make any contribution to the capital of the Company Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Company Partnership or to any other Person for any purpose whatsoever. In the discretion of the MembersLiquidator, a pro rata portion of the distributions that would otherwise be made to the Members General Partner and Interest Holders pursuant to this Article VII XII may be withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon a practicable.be:

Compliance with Certain Requirements of Regulations; Deficit Capital Accounts. In the event the Company Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g)1.704- l(b)(2)(ii)(g) of the Regulations, (x) distributions shall be made pursuant to this Article VII 11 to the Members Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2l(b)(2)(ii)(b)(2) of the Regulations, and (y) if any General Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all Fiscal Yearstaxable years, including the Fiscal Year 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 Member Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all Fiscal Yearstaxable years, including the Fiscal Year taxable year during which such liquidation occurs), such member Limited Partner shall have no obligation to make any contribution to the capital of the Company Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Company Partnership or to any other Person for any purpose whatsoever. In the discretion of the MembersLiquidator, a pro rata portion of the distributions that would otherwise be made to the Members and Partners pursuant to this Article VII 11 may be withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon a practicable.be:

Compliance with Certain Requirements of Regulations; Deficit Capital Accounts. In the event the Company Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g)l(b)(2)(ii)(g) of the Regulations, (x) distributions shall be made pursuant to this Article VII 11 to the Members Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2l(b)(2)(ii)(b)(2) of the Regulations, and (y) if any General Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all Fiscal Yearstaxable years, including the Fiscal Year 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 Member Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, and allocations for all Fiscal Yearstaxable years, including the Fiscal Year taxable year during which such liquidation occurs), such member Limited Partner shall have no obligation to make any contribution to the capital of the Company Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Company Partnership or to any other Person for any purpose whatsoever. In the discretion of the MembersLiquidator, a pro rata portion of the distributions that would otherwise be made to the Members and Partners pursuant to this Article VII 11 may be withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon a practicable.be: