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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> be allocated pursuant to Article VI, and the Members' Capital Accounts shall be adjusted to reflect <br /> such allocations. The amount distributed and charged to the Capital Account of each Member <br /> receiving an interest in such distributed asset shall be the fair market value of such interest (net of <br /> any liability secured by such asset that such Member assumes or takes subject to). The fair market <br /> value of such asset shall be detennined by the Manager or by the Members or if any Member <br /> objects by an independent appraiser(any such appraiser must be recognized as an expert in valuing <br /> the type of asset involved) selected by the Manager or liquidating trustee and approved by the <br /> Members. <br /> 9.5 Order of Payment of Liabilities Upon Dissolution. <br /> A. After determining that all known debts and liabilities of Company <br /> in the process of winding-up, including, without limitation, debts and liabilities to Members who <br /> are creditors of Company, have been paid or adequately provided for, the remaining assets shall <br /> be distributed to the Members in accordance with their positive Capital Account balances, after <br /> taking into account income and loss allocations for Company's taxable year during which <br /> liquidation occurs. Such liquidating distributions shall be made by the end of Company's taxable <br /> year in which Company is liquidated, or, if later, within 90 days after the date of such liquidation. <br /> B. The payment of a debt or liability, whether the whereabouts of the <br /> creditor is known or unknown, has been adequately provided for if the payment has been provided <br /> for by either of the following means: <br /> (i) Payment thereof has been assumed or guaranteed in good <br /> faith by one or more financially responsible Persons or by the United States government or any <br /> agency thereof, and the provision, including the financial responsibility of the Person, was <br /> determined in good faith and with reasonable care by the Members or Manager to be adequate at <br /> the time of any distribution of the assets pursuant to this Section 9.5. <br /> (ii) The amount of the debt or liability has been deposited as <br /> provided in the Act. <br /> This Section 9.5(B) shall not prescribe the exclusive means of <br /> making adequate provision for debts and liabilities. <br /> 9.6 Compliance with Regulations. All payments to Members upon the winding <br /> up and dissolution of Company shall be strictly in accordance with the positive capital account <br /> balance limitation and other requirements of Regulations Section 1.704-1(b)(2)(ii)(d). <br /> 9.7 Limitations on Payments Made in Dissolution. Except as otherwise <br /> 21 <br />