(3)
THE BALANCE, IF ANY, TO THE MANAGING MEMBER
AND NON-MANAGING MEMBERS IN ACCORDANCE WITH THEIR CAPITAL ACCOUNTS, AFTER GIVING
EFFECT TO ALL CONTRIBUTIONS, DISTRIBUTIONS, AND ALLOCATIONS FOR ALL PERIODS.
The Managing Member shall not receive any additional compensation for any
services performed pursuant to this Article XIII other than reimbursement of its
expenses as provided for in Section 7.4.
(B)
WHERE IMMEDIATE SALE OF COMPANY'S ASSETS
IMPRACTICAL.
NOTWITHSTANDING THE PROVISIONS OF
SECTION 13.2 (A) HEREOF WHICH REQUIRE LIQUIDATION OF THE ASSETS OF THE COMPANY,
BUT SUBJECT TO THE ORDER OF PRIORITIES SET FORTH THEREIN, IF PRIOR TO OR UPON
DISSOLUTION OF THE COMPANY THE LIQUIDATOR DETERMINES THAT AN IMMEDIATE SALE OF
PART OR ALL OF THE COMPANY'S ASSETS WOULD BE IMPRACTICAL OR WOULD CAUSE UNDUE
LOSS TO THE MEMBERS, THE LIQUIDATOR MAY, IN ITS SOLE AND ABSOLUTE DISCRETION,
DEFER FOR A REASONABLE TIME THE LIQUIDATION OF ANY ASSETS EXCEPT THOSE NECESSARY
TO SATISFY LIABILITIES OF THE COMPANY (INCLUDING TO THOSE MEMBERS AS CREDITORS)
OR, WITH THE CONSENT OF THE NON-MANAGING MEMBERS HOLDING A MAJORITY OF THE
NON-MANAGING MEMBERSHIP UNITS, DISTRIBUTE TO THE MEMBERS, IN LIEU OF CASH, AS
TENANTS IN COMMON AND IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 13.2(A) HEREOF, UNDIVIDED INTERESTS IN SUCH COMPANY ASSETS AS THE
LIQUIDATOR DEEMS NOT SUITABLE FOR LIQUIDATION.
ANY SUCH DISTRIBUTIONS IN KIND
SHALL BE MADE ONLY IF, IN THE GOOD FAITH JUDGMENT OF THE LIQUIDATOR, SUCH
DISTRIBUTIONS IN KIND ARE IN THE BEST INTEREST OF THE MEMBERS, AND SHALL BE
SUBJECT TO SUCH CONDITIONS RELATING TO THE DISPOSITION AND MANAGEMENT OF SUCH
PROPERTIES AS THE LIQUIDATOR DEEMS REASONABLE AND EQUITABLE AND TO ANY
AGREEMENTS GOVERNING THE OPERATION OF SUCH PROPERTIES AT SUCH TIME.
THE
LIQUIDATOR SHALL DETERMINE THE FAIR MARKET VALUE OF ANY PROPERTY DISTRIBUTED IN
KIND USING SUCH REASONABLE METHOD OF VALUATION AS IT MAY ADOPT.
SECTION 13.3
CAPITAL CONTRIBUTION OBLIGATION.
IF
ANY MEMBER HAS A DEFICIT BALANCE IN HIS OR HER CAPITAL ACCOUNT (AFTER GIVING
EFFECT TO ALL CONTRIBUTIONS, DISTRIBUTIONS AND ALLOCATIONS FOR THE TAXABLE
YEARS, INCLUDING THE YEAR DURING WHICH SUCH LIQUIDATION OCCURS), SUCH MEMBER
SHALL HAVE NO OBLIGATION TO MAKE ANY CONTRIBUTION TO THE CAPITAL OF THE COMPANY
WITH RESPECT TO SUCH DEFICIT, AND SUCH DEFICIT AT ANY TIME SHALL NOT BE
CONSIDERED A DEBT OWED TO THE COMPANY OR TO ANY OTHER PERSON FOR ANY PURPOSE
WHATSOEVER, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY AGREED TO BY SUCH MEMBER
AND THE COMPANY.
SECTION 13.4
COMPLIANCE WITH TIMING REQUIREMENTS
OF REGULATIONS; ALLOWANCE FOR CONTINGENT OR UNFORESEEN LIABILITIES OR
OBLIGATIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN THE
EVENT THE COMPANY IS "LIQUIDATED" WITHIN THE MEANING OF REGULATIONS
SECTION 1.704-1(B)(2)(II)(G), DISTRIBUTIONS SHALL BE MADE PURSUANT TO THIS
ARTICLE XIII TO THE MANAGING MEMBER AND NON-MANAGING MEMBERS WHO HAVE POSITIVE
CAPITAL ACCOUNTS IN
57
compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) (including any
timing requirements therein).
In the discretion of the Managing Member, a pro
rata portion of the distributions that would otherwise be made to the Managing
Member