Common use of Modification by Managing Member Clause in Contracts

Modification by Managing Member. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Managing Member shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company, the Managing Member, or any Members) are computed in order to comply with such Regulations, the Managing Member shall make such modification upon notification to the members. Notwithstanding the foregoing, no modification hereunder (including pursuant to the next sentence) shall be made by the Managing Member where such modification would have a material effect on the amounts distributable to any Person pursuant to Article XIII of this Agreement upon the liquidation of the Company. Subject to the preceding sentence, the Managing Member also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

Modification by Managing Member. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations issued under Section 1.704-1(b)704(b) of the Code, and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Managing Member shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company, the Managing Member, or any Non-Managing Members) are computed in order to comply with such Regulations, the Managing Member shall may only make such modification upon notification to with the members. Notwithstanding express written consent of the foregoingNon-Managing Members, no modification hereunder (including pursuant to the next sentence) which shall not be made by the Managing Member where such modification would unreasonably withheld; provided, however, that it will not have a material effect on the amounts distributable to any Person pursuant to Article XIII XV of this Agreement upon the liquidation of the Company. Subject to the preceding sentence, the The Managing Member also shall (ia) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company's ’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(ql(b)(2)(iv)(q), and (iib) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).