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3.3 Allocation of Net Income and Net Losses. Unless the Members unanimously agree <br /> otherwise in a writing signed by all Members,Net Income and Net Losses shall be, allocated <br /> annually among the Members in proportion to their. Percentage Interests as reflected on Schedule <br /> A. <br /> 3.4 Operating Distributions. Any distributions authorized by the Board other than <br /> Liquidating Distributions pursuant to Section 3.5 shall be distributed among the Members based <br /> on their Percentage Interests as reflected on Schedule A, provided,however,that the Board shall <br /> annually distribute cash to the members based on their Percentage Interests reflected on Schedule <br /> A in an. amount equal to the:Estimated Member Tax Liability,to the extent such a distribution is <br /> legally permitted. <br /> 3.5 Liquidating Distributions. If the Company is dissolved and (i) dissolution is not <br /> avoided under Section 5.1 and (ii) its business is being liquidated in accordance with Section <br /> 322B.873, subd. 1,the Company shall cease to carry on its business, except to the extent <br /> necessary for the winding up of the business of the Company. The Company shall thereafter be <br /> wound up nd terminated as provided by the Act. All tangible or intangible property of the <br /> Company, including money remaining after the discharge of the debts, obligations, and liabilities <br /> of the Company shall be distributed to the Members as follows: <br /> (a) to the Members in proportion to, and to the extent of,the positive balances in their <br /> Capital Accounts; and,thereafter <br /> (b) to the Members in accordance with their Percentage Interests as set forth on. <br /> Schedule A. <br /> 3.6 Voting. Members shall be entitled to vote on all matters in proportion to their Voting <br /> Interests as set forth on Schedule A. <br /> 3.7 Capital Accounts. A Capital Account shall be established for each Member and shall <br /> be maintained in,accordance with Treasury Regulation § 1.704-1(b) (2) (iv). Any Member who <br /> shall receive any Membership Interest in the Company or whose Membership Interest shall be <br /> increased by means of the transfer to such Member of any financial interest in the Company from <br /> another Member shall have Capital Account that has been appropriately adjusted to reflect such, <br /> transfer. No interest shall be paid by the Company on capital contributions or on balances in <br /> Member's Capital Accounts. <br /> 3.8 Additional Cgpital Contributions. Other than as set forth in this Section 3,8,no <br /> Member shall have any obligation to make additional capital contributions to the Company or to <br /> fund,advance, or lend monies which may be necessary to pay deficits,if any, incurred by the <br /> Company during the term hereof. <br /> (a) Menibers,may make loans to the Company from time to time, as authorized by the <br /> Board. Any payment or transfer accepted by the Company fi-oni a Member which <br /> is not a capital contribution complying with Section 3.1 or this Section 3.8 shall <br /> be deemed a loan and shall neither be treated as a contribution to the capital of the <br /> Company for any purpose hereunder, nor entitle such Member(as such) to any <br /> increase in such Member's Percentage Interest. Any such loan shall be repaid at <br /> such times and with such interest(at rates not to exceed the maximum permitted <br /> by law) as the Board and the lending Member shall reasonably agree. <br /> 3 <br />