8.2(b). (I) Portfolio Secunties shall be deemed to have been sold at the value as of the Record Date, shall be distnbuted in accordance with Section 8.2(a)(11) and shall be deemed to have been distnbuted to the Partners pursuant to Section 8.2(a) (n) (for avoidance of doubt, Portfolio Secunties shall be distnbuted into the Escrow Account to the extent that they would have been distributed into the Escrow Account pursuant to Section 8.2(a)(n)(B) had they been cash distnbutions) for all purposes of this Agreement. (II) Pnor to a dissolution event under Section 18, the General Partner shall not distribute Portfolio Secunties to the Partners unless the General Partner believes, based upon ihe advice of counsel, that Partners may thereafter resell such Portfolio Secunties without registration under the Secunties Act either (A) in reliance on Rule 144(k) (unless, if all such secunties distributed may be sold at the time of distribution in any one ninety (90)-day penod, then pursuant to the other provisions of Rule 144) of the Secunties and Exchange Commission (the Rule) under the Secunties Act, provided that such Partners comply with the conditions of the Rule, or (B) in reliance upon any other comparable exemption from Secunties Act registration; in reaching this conclusion the General Partner may conclusively presume (absent wntten evidence from a Limited Partner to the contrary) (x) that no Limited Partner is an affiliate (within the meaning of the Rule) of the issuer of the Portfolio Secunties, (y) that no Partner beneficially owns (other than indirectly in respect of any Portfolio Secunties retained by the Partnership) or will receive from any source other than the Partnership secunties of the same class and issuer as the Portfolio Secunties to be distributed, and (z) that no Partner will have any sale of secunties of the same class and issuer by another Person (other than another Partner) attributed to it or aggregated with such Partner's sale of such Portfolio Secunties. Each Limited Partner acknowledges that the certificates 77