Common use of DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION Clause in Contracts

DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION. Upon any dissolution of the LLC, the assets of the LLC shall first go toward the payment (or the making of reasonable provision for the payment) of all liabilities of the LLC owing to creditors, including without limitation the establishment of such reserves as the Manager Member (or if there is none, the Liquidating Trustee) deems necessary or advisable to provide for any liabilities or other obligations of the LLC. The Manager Member (or if there is none, the Liquidating Trustee) may cause the LLC to pay any such reserves over to a bank (or other third party) to be held in escrow for the purpose of paying any such liabilities or other obligations. At the expiration of such period(s) as the Manager Member (or Liquidating Trustee, if there is no Manager Member) may deem necessary or advisable, any remaining amount of such reserves (if any), and any other assets available for distribution, or a portion thereof (as determined by the Manager Member or, if there is none, the Liquidating Trustee), shall be distributed among the Members in accordance with the positive balances (if any) in their respective Capital Accounts (as determined immediately prior to such distribution after taking into account all Capital Account adjustments for the period in which the dissolution occurs) until all such positive Capital Account balances have been reduced to zero. If any assets of the LLC are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their Fair Market Values (net of any liabilities encumbering such assets) and, to the greatest extent practicable under the circumstances (as determined by the Manager Member or, if there is none, the Liquidating Trustee), shall be distributed pro-rata in accordance with the total amounts to be distributed to each Member. In the event that a distribution referenced in the preceding sentence is not distributed pro-rata, the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the LLC despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the LLC. Immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and/or loss that would have been recognized by the LLC had the property being distributed instead been sold by the LLC for its Fair Market Value shall be determined and allocated to those Persons who were Members immediately prior to the effectiveness of such distribution in accordance with Sections 4.2(e) and 4.2(f).

DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION. Upon any the dissolution of the LLC, the assets of the LLC shall first go toward the after payment (or the making of reasonable provision for the payment) of all liabilities of the LLC owing to creditors, including without limitation the establishment of such reserves as the Manager Member (Member, or if there is none, the Liquidating Trustee) Trustee appointed as set forth in Section 8.4 hereof, shall set up such reserves as it deems reasonably necessary or advisable to provide for any contingent, conditional or unmatured 41 46 liabilities or other obligations of the LLC. The Such reserves may be paid over by the Manager Member (or if there is none, the Liquidating Trustee) may cause the LLC to pay any such reserves over Trustee to a bank (or other third party) ), to be held in escrow for the purpose of paying any such contingent, conditional or unmatured liabilities or other obligations. At the expiration of such period(s) as the Manager Member (or Liquidating TrusteeTrustee may deem advisable, such reserves, if there is no Manager Member) may deem necessary or advisable, any remaining amount of such reserves (if any), and any other assets available for distribution), or a portion thereof (as determined by the Manager Member or, if there is none, the Liquidating Trustee)thereof, shall be distributed among to the Members (i) in accordance with the positive balances balance (if any) in their respective Capital Accounts (as determined immediately prior to each such distribution after taking into account all Capital Account adjustments for the period in which the dissolution occursdistribution) until all such positive Capital Account balances have been reduced to zerozero (0), and (ii) thereafter, among the Members as of the date of dissolution in accordance with their respective numbers of LLC Points (including Reserved Points) as of the date of dissolution. If Solely for purposes of the foregoing sentence, Clarx xxxll, for as long as he is a Member, be deemed to have a Capital Account equal to the sum of the Capital Accounts of the Original Principals multiplied by a fraction, the numerator of which is the number of LLC Points held by him at the time of such transaction or transactions and the denominator of which is the total number of LLC Points then held by Original Principals and each other Original Principal shall be deemed to have a Capital Account equal to his Capital Account multiplied by a fraction which is one (1) minus the fraction determined above with respect to Clarx. Xx any assets of the LLC are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their Fair Market Values (Value net of any liabilities encumbering such assets) assets and, to the greatest extent practicable under the circumstances (as determined by the Manager Member or, if there is none, the Liquidating Trustee)possible, shall be distributed pro-rata in accordance with the total amounts to be distributed to each Member. In the event that a distribution referenced in the preceding sentence is not distributed pro-rata, the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the LLC despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the LLC. Immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and/or and loss that would have been recognized by the LLC had the property being distributed instead been sold by the LLC for its at Fair Market Value shall be determined and allocated to those Persons persons who were Members immediately prior to the effectiveness of such distribution in accordance with Sections 4.2(e4.3(c) and 4.2(f)4.3(d) hereof.

DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION. (a) Upon any the dissolution of the LLCPartnership, the assets of the LLC shall first go toward the after payment (or the making of reasonable provision for the payment) of all liabilities of the LLC Partnership owing to creditors, including without limitation the establishment of such reserves as the Manager Member (General Partner, or if there is none, the Liquidating Trustee) Trustee appointed as set forth in Section 7.4, shall set up such reserves as it deems reasonably necessary or advisable to provide for any contingent, conditional or unmatured liabilities or other obligations of the LLCPartnership. The Manager Member (Such reserves may be paid over by the General Partner or if there is none, the Liquidating Trustee) may cause the LLC to pay any such reserves over Trustee to a bank (or other third party) ), to be held in escrow for the purpose of paying any such contingent, conditional or unmatured liabilities or other obligations. At the expiration of such period(s) as the Manager Member (General Partner or Liquidating TrusteeTrustee may deem advisable, such reserves, if there is no Manager Member) may deem necessary or advisable, any remaining amount of such reserves (if any), and any other assets available for distribution), or a portion thereof (as determined by the Manager Member or, if there is none, the Liquidating Trustee)thereof, shall be distributed to the Partners (following the allocation to the Partners’ Capital Accounts of any income, gain, loss, deduction, Capital Surplus or Capital Loss in the manner provided in Section 4.2) among the Members Partners in accordance with the positive balances (if anyand in proportion to) in their respective Capital Accounts as of the date of dissolution. (as determined immediately prior to such distribution after taking into account all Capital Account adjustments for the period in which the dissolution occursb) until all such positive Capital Account balances have been reduced to zero. If any assets of the LLC Partnership are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their Fair Market Values (Value net of any liabilities encumbering such assets) assets and, to the greatest extent practicable under the circumstances (as determined by the Manager Member or, if there is none, the Liquidating Trustee)possible, shall be distributed pro-pro rata in accordance with the total amounts to be distributed to each Member. In the event that a distribution referenced in the preceding sentence is not distributed pro-rata, the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the LLC despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the LLCPartner. Immediately prior to the effectiveness of any such distribution-in-distribution in kind, each item of gain and/or and loss that would have been recognized by the LLC Partnership had the property being distributed instead been sold by the LLC for its at Fair Market Value shall be determined and allocated to those Persons persons who were Members Partners immediately prior to the effectiveness of such distribution in accordance with Sections 4.2(e4.2(c) and 4.2(f4.2(d).

DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION. Upon any the dissolution of the LLC, the assets of the LLC shall first go toward the after payment (or the making of reasonable provision for the payment) of all liabilities of the LLC owing to creditors, including without limitation the establishment of such reserves as the Manager Member (Member, or if there is none, the Liquidating Trustee) Trustee appointed as set forth in Section 8.4 hereof, shall set up such reserves as it deems reasonably necessary or advisable to provide for any contingent, conditional or unmatured liabilities or other obligations of the LLC. The Such reserves may be paid over by the Manager Member (or if there is none, the Liquidating Trustee) may cause the LLC to pay any such reserves over Trustee to a bank (or other third party) ), to be held in escrow for the purpose of paying any such contingent, conditional or unmatured liabilities or other obligations. At the expiration of such period(s) as the Manager Member (or Liquidating TrusteeTrustee may deem advisable, such reserves, if there is no Manager Member) may deem necessary or advisable, any remaining amount of such reserves (if any), and any other assets available for distribution), or a portion thereof (as determined by the Manager Member or, if there is none, the Liquidating Trustee)thereof, shall be distributed among to the Members (i) in accordance with (and in proportion to) the positive balances balance (if any) in their respective Capital Accounts (as determined immediately prior to each such distribution after taking into account all Capital Account adjustments for the period in which the dissolution occursdistribution) until all such positive Capital Account balances have been reduced to zero, and (ii) thereafter, among the Members as of the date of dissolution in accordance with their respective numbers of LLC Points as of the date of dissolution. If any assets of the LLC are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their Fair Market Values (Value net of any liabilities encumbering such assets) assets and, to the greatest extent practicable under the circumstances (as determined by the Manager Member or, if there is none, the Liquidating Trustee)possible, shall be distributed pro-rata in accordance with the total amounts to be distributed to each Member. In the event that a distribution referenced in the preceding sentence is not distributed pro-rata, the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the LLC despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the LLC. Immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and/or and loss that would have been recognized by the LLC had the property being distributed instead been sold by the LLC for its at Fair Market Value shall be determined and allocated to those Persons persons who were Members immediately prior to the effectiveness of such distribution in accordance with Sections 4.2(e) and 4.2(fSection 4.2(d).

DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION. (a) Upon any the dissolution of the LLCPartnership, the assets of the LLC Partnership shall first go toward the payment (or the making of reasonable provision for the payment) of all liabilities of the LLC Partnership owing to creditors, including including, without limitation limitation, the establishment of such reserves as the Manager Member General Partner (or if there is none, the Liquidating Trustee) deems necessary or advisable to provide for any liabilities or other obligations of the LLCPartnership. The Manager Member General Partner (or if there is none, the Liquidating Trustee) may cause the LLC Partnership to pay any such reserves over to a bank (or other third party) to be held in escrow for the purpose of paying any such liabilities or other obligations. At the expiration of such period(s) as the Manager Member General Partner (or Liquidating Trustee, if there is no Manager MemberGeneral Partner) may deem necessary or advisable, any remaining amount of such reserves (if any), and any other assets available for distribution, or a portion thereof (as determined by the Manager Member General Partner or, if there is none, the Liquidating Trustee), shall be distributed among to the Members Partners as follows: (i) First, to the General Partner in accordance with the positive balance (if any) in its Capital Account (as determined immediately prior to such distribution) until its positive Capital Account balance has been reduced to zero (0); (ii) Second, among the Limited Partners as of the date of dissolution in accordance with (and in proportion to) the positive balances (if any) in their respective Capital Accounts (as determined immediately prior to such distribution after taking into account all Capital Account adjustments for the period in which the dissolution occursdistribution) until all such positive Capital Account balances have been reduced to zero. zero (0); and (iii) Thereafter, among the Partners as of the date of dissolution, in accordance with each Partner’s Partner Allocation Share as of the date of dissolution. (b) If any assets of the LLC Partnership are to be distributed in kind in connection with such liquidationa dissolution of the Partnership, such assets shall be distributed on the basis of their Fair Market Values Value (net of any liabilities encumbering such assets) and, to the greatest extent practicable under the circumstances (as determined by the Manager Member General Partner or, if there is none, the Liquidating Trustee), shall be distributed pro-pro rata in accordance with the total amounts to be distributed to each MemberPartner. In the event that a distribution referenced in the preceding sentence is not distributed pro-rata, the Members Partners understand and acknowledge that a Member Partner may be compelled to accept a distribution of any asset in kind from the LLC Partnership despite the fact that the percentage of the asset distributed to such Member Partner exceeds the percentage of that asset which is equal to the percentage in which such Member Partner shares in distributions from the LLCPartnership. Immediately prior to the effectiveness of any such distribution-in-in kind, each item of gain and/or loss that would have been recognized by the LLC Partnership had the property being distributed instead been sold by the LLC Partnership for its Fair Market Value shall be determined and allocated to those Persons who were Members Partners immediately prior to the effectiveness of such distribution in accordance with Sections Section 4.2(e) and 4.2(f), as applicable.

DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION. Upon any the dissolution of the LLC, the assets of the LLC shall first go toward the after payment (or the making of reasonable provision for the payment) of all liabilities of the LLC owing to creditors, including without limitation the establishment of such reserves as the Manager Member (Member, or if there is none, the Liquidating Trustee) Trustee appointed as set forth in Section 8.4 hereof, shall set up such reserves as it deems reasonably necessary or advisable to provide for any contingent, conditional or unmatured liabilities or other obligations of the LLC. The Such reserves may be paid over by the Manager Member (or if there is none, the Liquidating Trustee) may cause the LLC to pay any such reserves over Trustee to a bank (or other third party) ), to be held in escrow for the purpose of paying any such contingent, conditional or unmatured liabilities or other obligations. At the expiration of such period(s) as the Manager Member (or Liquidating TrusteeTrustee may deem advisable, such reserves, if there is no Manager Member) may deem necessary or advisable, any remaining amount of such reserves (if any), and any other assets available for distribution), or a portion thereof (as determined by the Manager Member or, if there is none, the Liquidating Trustee)thereof, shall be distributed among to the Members (i) in accordance with (and in proportion to) the positive balances balance (if any) in their respective Capital Accounts (as determined immediately prior to each such distribution after taking into account all Capital Account adjustments for the period in which the dissolution occursdistribution) until all such positive Capital Account balances have been reduced to zero, and (ii) thereafter, among the Members as of the date of dissolution in accordance with their respective numbers of LLC Points as of the date of dissolution. If any assets of the LLC are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their Fair Market Values (Value net of any liabilities encumbering such assets) assets and, to the greatest extent practicable under the circumstances (as determined by the Manager Member or, if there is none, the Liquidating Trustee)possible, shall be distributed pro-rata in accordance with the total amounts to be distributed to each Member. In the event that a distribution referenced in the preceding sentence is not distributed pro-rata, the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the LLC despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the LLC. Immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and/or loss that would have been recognized by the LLC had the property being distributed instead been sold by the LLC for its Fair Market Value shall be determined and allocated to those Persons who were Members immediately prior to the effectiveness of such distribution in accordance with Sections 4.2(e) and 4.2(f).each

DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION. Upon any the dissolution of the LLC, the assets of the LLC shall first go toward the after payment (or the making of reasonable provision for the payment) of all liabilities of the LLC owing to creditors, including without limitation the establishment of such reserves as the Manager Member (Member, or if there is none, the Liquidating Trustee) Trustee appointed as set forth in Section 8.4 hereof, shall set up such reserves as it deems reasonably necessary or advisable to provide for any contingent, conditional or unmatured liabilities or other obligations of the LLC. The Such reserves may be paid over by the Manager Member (or if there is none, the Liquidating Trustee) may cause the LLC to pay any such reserves over Trustee to a bank (or other third party) ), to be held in escrow for the purpose of paying any such contingent, conditional or unmatured liabilities or other obligations. At the expiration of such period(s) as the Manager Member (or Liquidating TrusteeTrustee may deem advisable, such reserves, if there is no Manager Member) may deem necessary or advisable, any remaining amount of such reserves (if any), and any other assets available for distribution), or a portion thereof (as determined by the Manager Member or, if there is none, the Liquidating Trustee)thereof, shall be distributed among to the Members (i) in accordance with (and in proportion to) the positive balances balance (if any) in their respective Capital Accounts (as determined immediately prior to each such distribution after taking into account all Capital Account adjustments for the period in which the dissolution occursdistribution) until all such positive Capital Account balances have been reduced to zero, and (ii) thereafter, between the Manager Member, on the one hand, and the Non Manager Members, on the other hand, in accordance with (and in proportion to) their respective number of LLC Points as of the date of dissolution, and among the Non Manager Members in accordance with (and in proportion to) their respective number of Vested LLC Points as of the date of dissolution. If any assets of the LLC are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their Fair Market Values (Value net of any liabilities encumbering such assets) assets and, to the greatest extent practicable under the circumstances (as determined by the Manager Member or, if there is none, the Liquidating Trustee)possible, shall be distributed pro-rata in accordance with the total amounts to be distributed to each Member. In the event that a distribution referenced in the preceding sentence is not distributed pro-rata, the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the LLC despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the LLC. Immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and/or and loss that would have been recognized by the LLC had the property being distributed instead been sold by the LLC for its at Fair Market Value shall be determined and allocated to those Persons persons who were Members immediately prior to the effectiveness of such distribution in accordance with Sections 4.2(e) and 4.2(fSection 4.2(d).

DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION. Upon any the dissolution of the LLC, the assets of the LLC shall first go toward the after payment (or the making of reasonable provision for the payment) of all liabilities of the LLC owing to creditors, including without limitation the establishment of such reserves as the Manager Member (Member, or if there is none, the Liquidating Trustee) Trustee appointed as set forth in Section 8.4 hereof, shall set up such reserves as it deems reasonably necessary or advisable to provide for any contingent, conditional or unmatured liabilities or other obligations of the LLC. The Such reserves may be paid over by the Manager Member (or if there is none, the Liquidating Trustee) may cause the LLC to pay any such reserves over Trustee to a bank (or other third party) ), to be held in escrow for the purpose of paying any such contingent, conditional or unmatured liabilities or other obligations. At the expiration of such period(s) as the Manager Member (or Liquidating TrusteeTrustee may deem advisable, such reserves, if there is no Manager Member) may deem necessary or advisable, any remaining amount of such reserves (if any), and any other assets available for distribution), or a portion thereof (as determined by the Manager Member or, if there is none, the Liquidating Trustee)thereof, shall be distributed among to the Members (i) in accordance with the positive balances balance (if any) in their respective Capital Accounts (as determined immediately prior to each such distribution after taking into account all Capital Account adjustments for the period in which the dissolution occursdistribution) until all such positive Capital Account balances have been reduced to zerozero (0), and (ii) thereafter, among the Members as of the date of dissolution in accordance with their respective numbers of LLC Points as of the date of dissolution. If any assets of the LLC are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their Fair Market Values (Value net of any liabilities encumbering such assets) assets and, to the greatest extent practicable under the circumstances (as determined by the Manager Member or, if there is none, the Liquidating Trustee)possible, shall be distributed pro-rata in accordance with the total amounts to be distributed to each Member. In the event that a distribution referenced in the preceding sentence is not distributed pro-rata, the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the LLC despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the LLC. Immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and/or and loss that would have been recognized by the LLC had the property being distributed instead been sold by the LLC for its at Fair Market Value shall be determined and allocated to those Persons persons who were Members immediately prior to the effectiveness of such distribution in accordance with Sections 4.2(e4.3(c) and 4.2(f)4.3(d) hereof.

DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION. Upon any the dissolution of the LLC, the assets of the LLC shall first go toward the payment (or the making of reasonable provision for the payment) of all liabilities of the LLC owing to creditors, including without limitation the establishment of such reserves as the Manager Member (or if there is none, the Liquidating Trustee) deems necessary or advisable to provide for any liabilities or other obligations of the LLC. The Manager Member (or if there is none, the Liquidating Trustee) may cause the LLC to pay any such reserves over to a bank (or other third party) to be held in escrow for the purpose of paying any such liabilities or other obligations. At the expiration of such period(s) as the Manager Member (or Liquidating Trustee, if there is no Manager Member) may deem necessary or advisable, any remaining amount of such reserves (if any), and any other assets available for distribution, or a portion thereof (as determined by the Manager Member or, if there is none, the Liquidating Trustee), shall be distributed to the Members as follows: (i) First, among the Members holding Series A LLC Units as of the date of dissolution in accordance with the positive balances (if any) in their respective Capital Accounts (as determined immediately prior to such distribution after taking into account all Capital Account adjustments for the period in which the dissolution occursdistribution) until all such positive Capital Account balances have been reduced to zero; (ii) second, among the Members holding Series A LLC Units as of the date of dissolution, in an amount equal to the Liquidation Preference minus the aggregate net gain (if any) allocated to such Members pursuant to Section 4.2(e)(ii) hereof in connection with such dissolution, ratably in accordance with (and in proportion to) the respective number of Series A LLC Units held by such Members as of the date of dissolution; (iii) third, among the Members holding Series B LLC Units as of the date of dissolution in accordance with the positive balances (if any) in their respective Capital Accounts (as determined immediately prior to such distributions) until all such positive Capital Account balances have been reduced to zero; and (iv) thereafter, among the Members in accordance with (and in proportion to) their respective number of LLC Units as of the date of dissolution. If any assets of the LLC are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their Fair Market Values Value (net of any liabilities encumbering such assets) and, to the greatest extent practicable under the circumstances (as determined by the Manager Member or, if there is none, the Liquidating Trustee), shall be distributed pro-pro rata in accordance with the total amounts to be distributed to each Member. In the event that a distribution referenced in the preceding sentence is not distributed pro-pro rata, the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the LLC despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the LLC. Immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and/or loss that would have been recognized by the LLC had the property being distributed instead been sold by the LLC for its Fair Market Value shall be determined and allocated to those Persons who were Members immediately prior to the effectiveness of such distribution in accordance with Sections 4.2(eSection 4.2(c) and 4.2(f4.2(d).

DISTRIBUTIONS UPON DISSOLUTION; ESTABLISHMENT OF A RESERVE UPON DISSOLUTION. Upon any the dissolution of the LLC, the assets of the LLC shall first go toward the payment (or the making of reasonable provision for the payment) of all liabilities of the LLC owing to creditors, including without limitation the establishment setting up of such reserves as by the Manager Member (Member, or if there is none, the Liquidating Trustee) Trustee appointed as set forth in Section 8.4 hereof, as it deems reasonably necessary or advisable to provide for any liabilities or other obligations of the LLC. The Such reserves may be paid over by the Manager Member (or if there is none, the Liquidating Trustee) may cause the LLC to pay any such reserves over Trustee to a bank (or other third party) ), to be held in escrow for the purpose of paying any such liabilities or other obligations. At the expiration of such period(s) as the Manager Member (or Liquidating TrusteeTrustee may deem advisable, such reserves, if there is no Manager Member) may deem necessary or advisable, any remaining amount of such reserves (if any), and any other assets available for distribution), or a portion thereof (as determined by the Manager Member or, if there is none, the Liquidating Trustee)thereof, shall be distributed among to the Members (i) in accordance with (and in proportion to) the positive balances balance (if any) in their respective Capital Accounts (as determined immediately prior to each such distribution after taking into account all Capital Account adjustments for the period in which the dissolution occursdistribution) until all such positive Capital Account balances have been reduced to zero, and (ii) thereafter, among the Members as of the date of dissolution in accordance with their respective numbers of LLC Points as of the date of dissolution. If any assets of the LLC are to be distributed in kind in connection with such liquidation, such assets shall be distributed on the basis of their Fair Market Values (Value net of any liabilities encumbering such assets) assets and, to the greatest extent practicable under the circumstances (as determined by the Manager Member or, if there is none, the Liquidating Trustee)possible, shall be distributed pro-rata in accordance with the total amounts to be distributed to each Member. In the event that a distribution referenced in the immediately preceding sentence is cannot be distributed pro-rata, the Members understand and acknowledge that a Member may be compelled to accept a distribution of any asset in kind from the LLC despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the LLC. Immediately prior to the effectiveness of any such distribution-in-kind, each item of gain and/or and loss that would have been recognized by the LLC had the property being distributed instead been sold by the LLC for its at Fair Market Value shall be determined and allocated to those Persons who were Members immediately prior to the effectiveness of such distribution in accordance with Sections 4.2(e) and 4.2(fSection 4.2(d).