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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> purposes and its fair market value on the date of contribution. Allocations pursuant to this Section <br /> 6.4 are solely for purposes of federal, state and local taxes. As such, they shall not affect or in any <br /> way be taken into account in computing a Member's Capital Account or share of profits, losses, <br /> or other items of distributions pursuant to any provision of this Agreement. <br /> 6.5 Allocation of Net Profits and Losses and Distributions in Respect of a Transferred <br /> Interest. If any Membership Interest is transferred, or is increased or decreased by reason of the <br /> admission of a new Member or otherwise, during any Fiscal Year of Company, each item of <br /> income, gain, loss, deduction, or credit of Company for such Fiscal Year shall be assigned pro rata <br /> to each day in the particular period of such fiscal year to which such item is attributable (i.e., the <br /> day on or during which it is accrued or otherwise incurred) and the amount of each such item so <br /> assigned to any such day shall be allocated to the Member based upon his or her respective <br /> Membership Interest at the close of such day. <br /> However, for the purpose of accounting convenience and simplicity, Company shall treat <br /> a transfer of, or an increase or decrease in, a Membership Interest which occurs at any time during <br /> a semi-monthly period (commencing with the semi-monthly period including the date hereof) as <br /> having been consummated on the last day of such semi-monthly period,regardless of when during <br /> such semi-monthly period such transfer, increase, or decrease actually occurs (i.e., sales and <br /> dispositions made during the first 15 days of any month will be deemed to have been made on the <br /> 15th day of the month). <br /> Notwithstanding any provision above to the contrary, gain or loss of Company realized in <br /> connection with a sale or other disposition of any of the assets of Company shall be allocated solely <br /> to the parties owning Membership Interests as of the date such sale or other disposition occurs. <br /> 6.6 Form of Distribution. A Member, regardless of the nature of the Member's Capital <br /> Contribution,has no right to demand and receive any distribution from Company in any form other <br /> than money. No Member may be compelled to accept from Company a distribution of any asset in <br /> kind in lieu of a proportionate distribution of money being made to other Members. Except upon <br /> dissolution and winding up of Company, no Member may be compelled to accept a distribution of <br /> any asset in kind. <br /> 6.7 Restriction on Distributions. <br /> A. No distribution shall be made if, after giving effect to the distribution: <br /> (i) Company would not be able to pay its debts as they become due in <br /> the usual course of business. <br /> 13 <br />