Common use of Distributions Prior to Dissolution Clause in Contracts

Distributions Prior to Dissolution. The Managing Member shall not make distributions to the Members, except as required by Section 10.3 or as approved by the GE Representative Member in accordance with Subsection 6.4(b)(x), which distributions shall be made to all Members in proportion to their Percentage Interests; provided, that, if any of PTLC or PAG is in breach of any Backstop Indemnity Obligation (the “Backstop Defaulting Member”), at the option of the GE Representative Member, any cash or cash equivalents on hand at the Company, except Permitted Working Capital, will be required to be distributed to all Members in proportion to their Percentage Interests, with any distributions otherwise payable to any Backstop Defaulting Member being paid by the Company directly to GECC to the extent of the GE Losses at such time; provided, further, that such distributions payable to a Backstop Defaulting Member but paid to GECC will be deemed paid to the Backstop Defaulting Member and directed by such Backstop Defaulting Member to be paid directly to GECC on behalf of such Backstop Defaulting Member; and provided, further, that in case of a breach of a Backstop Indemnity Obligation, in addition to or in lieu of its right to force distributions to the Members as described above, the GE Representative Member shall have the right to direct the Company to pay an amount owing by the Backstop Defaulting Member to GECC, up to the amount owed by such Backstop Defaulting Member, to GECC, which amount shall be treated as (a) loaned by the Company to the Backstop Defaulting Member(s), and (b) used by the Backstop Defaulting Member(s) to pay their Backstop Indemnity Obligation(s) to GECC. The loan described in clause (a) above shall (i) accrue interest at the Default Rate, and (ii) shall be payable on the Bonds Maturity Date.

Distributions Prior to Dissolution. The Prior to the Indemnification Satisfaction Date, the Managing Member shall not make distributions to the Members, except as the deemed distributions to Members required by Section 10.3 10.1 or as this Section 5.1 and distributions to Members specifically approved in writing in advance by the GE Representative Member in accordance with Subsection 6.4(b)(x)Memco, which distributions shall be made to all Members (or only to GECC in the case of deemed distributions to any Members pursuant to Section 10.1 or this Section 5.1) in proportion to their Percentage Interests; provided, that, if any of PTLC or PAG is in breach of any Backstop Indemnity Obligation (the “Backstop Defaulting Member”), at the option of the GE Representative MemberMemco, all or a portion of any cash or cash equivalents on hand at the Company, except Permitted Working Capital, will be required to be distributed to all Members in proportion to their Percentage Interests, with any distributions otherwise payable to any Backstop Defaulting Member being paid by the Company directly to GECC to the extent of the GE Losses all damages, losses, liabilities, costs and expenses incurred by GECC or any of its Affiliates arising or resulting from or attributable to any breach of or default of such Member under a Backstop Indemnity Obligation at such time; provided, further, that such distributions payable to a Backstop Defaulting Member but paid to GECC will be deemed paid to the Backstop Defaulting Member and directed by such Backstop Defaulting Member to be paid directly to GECC on behalf of such Backstop Defaulting Member; and provided, further, that in case of a breach of a Backstop Indemnity Obligation, in addition to or in lieu of its right to force distributions to the Members and payments directly to GECC as described above, the GE Representative Member Memco shall have the right to direct the Company to pay an amount (other than amounts reserved as Permitted Working Capital which the Company shall retain) owing by the Backstop Defaulting Member to GECC, up to the amount owed by such Backstop Defaulting Member, to GECC, which amount shall be treated as (a) loaned by the Company to the Backstop Defaulting Member(s), and (b) used by the Backstop Defaulting Member(s) to pay their Backstop Indemnity Obligation(s) to GECC. The loan described in clause (a) above shall (i) accrue interest at the Default Rate, and (ii) shall be payable on the Bonds Maturity Date. Following the Indemnification Satisfaction Date, the Managing Member may make distributions to the Members in proportion to their Percentage Interests.