Common use of Form of Distributions; Apportionment of In-Kind Distributions Clause in Contracts

Form of Distributions; Apportionment of In-Kind Distributions. All distributions made before the commencement of the liquidation of the Company’s assets pursuant to Article 9 shall consist of cash. Distributions on or after the commencement of the liquidation of the Company’s assets pursuant to Article 9 shall consist of cash or in-kind distributions; provided that an in-kind distribution can only be made with respect to a class of Units with the approval of a majority in interest of the Members of such class of Units; provided further, that if the Company is dissolved following a request by the Company to extend the term of the Company pursuant to 8.1 that is not approved by the Members, then an in-kind distribution may be made without the approval of the Common Unitholders in the discretion of the Company in any manner that is permissible under the 1940 Act. Each lot of securities to be distributed in kind shall be distributed to the Members in proportion to their respective shares of the proposed distribution as provided in this Article 7 or Article 9, as the case may be, except to the extent that a disproportionate distribution of securities is necessary in order to avoid distributing fractional shares. For purposes of the preceding sentence, each lot of stock or other securities having a separately identifiable tax basis or holding period shall be treated as a separate lot of securities.