definiens: within themeaning of Regulations Section 1.704 - 1(b ) ( 2 ) ( ii ) ( g ), distributions shall bemade pursuant to this Section 12 to the Members who have positive CapitalAccounts in compliance with Regulations Section 1.704 - 1(b ) ( 2 ) ( ii ) ( b ) ( 2 ) . Ifany Member has a deficit balance in his Capital Account ( after giving effect toall contributions, distributions and allocations for all Allocation Years, including the Allocation Year during which such liquidation occurs ), such Membershall have no obligation to make any contribution to the capital of the JointSales Company with respect to such deficit, and such deficit shall not beconsidered a debt owed to the Joint Sales Company or to any other Person for anypurpose whatsoever . In the discretion of the Liquidator, a pro rata portion ofthe distributions that would otherwise be made to the Members pursuant to thisSection 12 may be : ( a ) Distributed to a trust established for the benefit of the Membersfor the purposes of liquidating Joint Sales Company assets, collecting amountsowed to the Joint Sales Company, and paying any contingent or unforeseenliabilities or obligations of the Joint Sales Company . The assets of any suchtrust shall be distributed to the Members from time to time, in the reasonablediscretion of the Liquidator, in the same proportions as the amount distributedto such trust by the Joint Sales Company would otherwise have been distributedto the Members pursuant to Section 12.2 hereof ; or ( b ) Withheld to provide a reasonable reserve for Joint Sales Companyliabilities ( contingent or otherwise ) and to reflect the unrealized portion ofany installment obligations owed to the Joint Sales Company, provided that suchwithheld amounts shall be distributed to the Members as soon as practicable