Page 38 - New Empire Affinitas Life Senior Housing Division

d) The Manager will make such allocations in accordance with Treasury Regulations using the
method selected by the Manager.

e) Allocations pursuant to this section are solely for purposes of federal, state, and local taxes and
will not affect, or in any way be taken into account, in computing, any Member’s Capital Account
or share of profits, losses, other items, or distributions pursuant to any other provision of this
Agreement.

5.4. Distributions of Net Cash Flow.
a) The Manager will make distributions of the Net Cash Flow to the Members for any period, in such
manner and amounts as the Manager shall determine.

b) No distribution shall be declared and paid unless, after the distribution is made, the assets of the
Company are in excess of all liabilities of the Company, except liabilities to Members on account of
their contributions; however, the Manager shall have the right to make distributions under any and
all circumstances by majority vote.
5.5. Allocation of Non-recourse Liabilities.
a) Pursuant to Treasury Regulations, Company non-recourse liabilities will be allocated in the
following order:

i. First, to each Member to the extent of its respective share of Company Minimum Gain.
ii. Then, to each Member in the amount of any taxable gain that would be allocated to that
Member under Code section 704(c) or in connection with a revaluation of Company property
pursuant to Treasury Regulations.

iii. Then, the excess non-recourse liabilities will be allocated to the Members in accordance with
their Economic Interests (and to the Economic Interest Owners, as appropriate).

ARTICLE VI

MANAGEMENT; ACTIVITIES OF MEMBERS

6.1 Manager.
a) The day to day business of the Company shall be exercised by or under the authority of, and the
business and affairs of the Company shall be managed under the direction of one or more managers.
The Manager(s) of the Company are as follows:

i. Bentley Zhao
ii. F. Anthony Santiago
b) Except as set forth in Sections 6.3 and 6.4 hereof, the Manager shall manage the affairs of the

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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