Capital Accounts Allocations Priority of Payments Distributions. 6.1. Capital Accounts. A Capital Account will be established and maintained for each Member to which will be credited the Capital Contributions made by such Member and such Member’s allocable share of Net Income (and items thereof), and from which will be deducted distributions to such Member of cash or other Company Property and such Member’s allocable share of Net Loss (and items thereof). As to the Private Owner, the initial Capital Account will correspond to that portion of the Capital Account of the Initial Member that is attributable to the Private Owner Interest acquired by the Private Owner pursuant to the Private Owner Interest Sale Agreement, together with the Private Owner WCR Account Deposit made pursuant to the Private Owner Interest Sale Agreement. A Member’s Capital Account also will be adjusted for items specially allocated to such Member under this Article VI. The Capital Accounts of the Members generally will be adjusted and maintained in accordance with Treasury Regulations § 1.704- 1(b)(2)(iv); provided, however, that such adjustments to, and maintenance of, the Capital Accounts will not adversely affect the manner in which distributions are to be made to the Members under Section 6.6.
Capital Accounts Allocations Priority of Payments Distributions. 37 6.1 Capital Accounts 37 6.2 Allocations to Capital Accounts 38 6.3 Tax Allocations. 39 6.4 Determinations by Tax Matters Member 40 6.5 Priority of Payments 41 6.6 Distributions 41 ARTICLE VII Accounting, Reporting and Taxation 42 7.1 Fiscal Year 42 7.2 Maintenance of Books and Records. 42 7.3 Financial Statements. 44 7.4 Additional Reporting and Notice Requirements. 44 7.5 Designation of Tax Matters Member 47 7.6 Tax Information 47 7.7 Business Plan 48 ARTICLE VIII Restrictions on Disposition of LLC Interests 49 8.1 Limitations on Disposition of LLC Interests 49 8.2 Change of Control 49 8.3 Additional Provisions Relating to Permitted Dispositions 50 8.4 Effect of Permitted Dispositions. 50 8.5 Effect of Prohibited Dispositions 51 8.6 Distributions After Disposition 51 8.7 Transfers By The Initial Member 51 8.8 Resignation; Dissolution. 52 8.9 Applicable Law Withdrawal 52 ARTICLE IX Dissolution and Winding-Up of the Company 53 9.1 Dissolution 53 9.2 Winding-Up Procedures 53 9.3 Termination of the Company 54 ARTICLE X Qualified Transferees 54 10.1 Qualified Transferees 54 ARTICLE XI Manager Liability 58 11.1 Liability of the Manager 58 ARTICLE XII Servicing of Mortgage Loans 59
Capital Accounts Allocations Priority of Payments Distributions
