o the extent of the amount of cash that such Member or Manager would receive if the Company sold all of its property for an amount of cash equal to the Book Value of such property (reduced, but not below zero, by the amount of nonrecourse debt to which such property is subject) and all of the cash of the Compa

Partnership or any Series shall be the Value of such Partnership asset on the date of such contribution and (ii) the Tax Matter Partner may adjust the Book Value of the assets of any Series or the Partnership as permitted by Regulations § 1.704-1(b)(2)(iv)(f) but only if such adjustments are deemed necessary

h Special Situation Investment or an investment previously acquired becomes a Special Situation Investment, as the case may be, multiplied by (ii) the Book Value (as defined below) of such Special Situation Investment. Upon a determination by the Manager that the applicable Special Situation Investment no l

ent or proceeds thereof on the termination of the relevant Special Situation Sub-Account with respect to such Special Situation Investment over (y) the Book Value of such Special Situation Investment, and (ii) the Special Situation Percentage with respect to such Limited Partner which is attributable to such S