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"r <br /> 3 . 4 . The Member shall not be bound by, or be personally liable for, the expenses , <br /> liabilities, or obligations of the Com an exce <br /> g p y pt as otherwise provided in the Act or in this <br /> Agreement . <br /> ARTICLE IV : ALLOCATIONS AND DISTRIBUTIONS <br /> 4 . 1 . The Profits and Losses of the Company and all items of Company income, gain, <br /> it shall be allocated, for Company book purposes and for tax purposes, to <br /> loss , deduction , or cred <br /> the Member . <br /> 4 . 2 . Any unrealized appreciation or unrealized depreciation in the values of Company <br /> property distributed in kind to the Member shall be deemed to be Profits or Losses realized by the <br /> Company immediately prior to the distribution of thero e <br /> p p rty, and such Profits or Losses shall be <br /> allocated to the Member's Capital Account . Any property so distributed shall be treated as a <br /> distribution to the Member to the extent of the Fair Market Value of the property less ' the amount <br /> of any liability secured by and related to the property . Nothing in this Agreement is intended to <br /> treat or cause such distributions to be treated as sales for value . For the purposes of this Section <br /> 4 . 2 , " unrealized appreciation " or " unrealized depreciation " shall mean the difference between the <br /> Fair Market Value of such property and the Company' s basis for such property . <br /> 4 . 3 . In the case of a Transfer of all or any portion of the Member ' s Interest during any <br /> fiscal year, the Member and Assignee shall each be allocated the Economic Interest's share of <br /> Profits or Losses based on the number of days each held the Economic Interest during that fiscal <br /> year. <br /> 4 . 4 . All cash resulting from the normal business operations of the Company and from a <br /> Capital Event shall be distributed to the Member at such times as the Member deems appropriate . <br /> ARTICLE V : MANAGEMENT <br /> 5 . 1 . The business of the Company shall be managed by the Member (or if additional <br /> Members are subsequently admitted to the Company, then by a Majority of the Members) . <br /> 5 . 2 . The Company may have a President, a Secretary and/or a Treasurer who may , but <br /> need not, be a Member. The Member may provide for additional officers of the Company tind may <br /> specify the powers , duties , and compensation of the officers . <br /> 5 . 3 . All assets of the Company , whether real or personal , shall be held in the name of <br /> the Company. <br /> 5 . 4 . All funds of the Company shall be deposited in one or more accounts with one or <br /> more recognized financial institutions in the name of the Company, at such locations as shall be <br /> determined by the Member . Withdrawal from such accounts shall require the signature of such <br /> person or persons as the Member may designate . <br /> 4 <br />