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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> the extent that such loss allocations will not create a deficit Capital Account balance for that <br /> Member in excess of an amount, if any,equal to such Member's share of Company Minimum Gain <br /> that would be realized on a foreclosure of Company's property.Any loss not allocated to a Member <br /> because of the foregoing provision shall be allocated to the other Members (to the extent the other <br /> Members are not limited in respect of the allocation of losses under this Section 6.1(B)). Any loss <br /> reallocated under this Section 6.1(B) shall be taken into account in computing subsequent <br /> allocations of income and losses pursuant to this Article VI, so that the net amount of any item so <br /> allocated and the income and losses allocated to each Member pursuant to this Article VI, to the <br /> extent possible, shall be equal to the net amount that would have been allocated to each such <br /> Member pursuant to this Article VI if no reallocation of losses had occurred under this Section <br /> 6.1(B). <br /> 6.2 Distribution of Assets by Company. Subject to applicable law and any limitations <br /> contained elsewhere in this Agreement, the Manager may elect from time to time to distribute <br /> Distributable Cash to the Members, which distributions shall be in proportion to their Percentage <br /> Interests. All such distributions shall be made only to the Persons who, according to the books and <br /> records of Company, are the holders of records of the Economic Interests in respect of which such <br /> distributions are made on the actual date of distribution. Neither Company nor the Manager shall <br /> incur any liability for making distributions in accordance with this Section 6.2. <br /> 6.3 Special Allocations. <br /> A. Minimum Gain Char eg back. Notwithstanding Section 6.1 hereof, if there is <br /> a net decrease in Company Minimum Gain during any Fiscal Year,each Member shall be specially <br /> allocated items of Company income and gain for such Fiscal Year(and, if necessary, in subsequent <br /> Fiscal Years) in an amount equal to the portion of such Member's share of the net decrease in <br /> Company Minimum Gain that is allocable to the disposition of Company property subject to a <br /> Nonrecourse Liability, which share of such net decrease shall be determined in accordance with <br /> Regulations Section 1.704-2(g)(2). Allocations pursuant to this Section 6.3(A) shall be made in <br /> proportion to the amounts required to be allocated to each Member under this Section 6.3(A). The <br /> items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f). <br /> This Section 6.3(A) is intended to comply with the minimum gain chargeback requirement <br /> contained in Regulations Section 1.704-2(o and shall be interpreted consistently therewith. <br /> B. Charueback of Minimum Gain Attributable to Member Nonrecourse Debt. <br /> Notwithstanding Section 6.1 hereof, if there is a net decrease in Company Minimum Gain <br /> attributable to a Member Nonrecourse Debt,during any Fiscal Year, each member who has a share <br /> of Company Minimum Gain attributable to such Member Nonrecourse Debt (which share shall be <br /> determined in accordance with Regulations Section 1.704-2(i)(5)) shall be specially allocated <br /> items of Company income and gain for such Fiscal Year (and, if necessary, in subsequent Fiscal <br /> 11 <br />