Common use of Capital Account Clause in Contracts

Capital Account. (a) There shall be established for each Member on the books of the Company a Capital Account in accordance with Section 704 of the Code and the Treasury Regulations promulgated thereunder. (b) At the close of each Fiscal Year, and at certain other periods, as in the case of a withdrawal, there shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (B) the Capital Contributions, if any, made by such Member during such period and (ii) by decreasing such Member’s Capital Account by (A) the amount of cash or the Fair Value of any property distributed in kind to such Member by the Company during such period and (B) such Member’s allocable share of each item of the Company’s loss and deduction for such period (allocated in accordance with Section 3.2(d)). Each Member’s Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement. (c) In the event the Company is terminated during any period in accordance with ARTICLE 6, the closing Capital Accounts of the Members for such Fiscal Year then completed will be determined as of the date of termination of the Company in the manner provided in this Section 3.2. (d) For each Fiscal Period, as of the end of such Fiscal Period, each item of income, deduction, gain or loss of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Members in such manner that as closely as possible gives economic effect to the provisions of Section 3.3 and Section 6.2(b). (e) If all or a portion of a Member’s Shares are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Shares so transferred.

Capital Account. (a) There shall be established for each Member on the books of the Company a Capital Account in accordance with Section 704 of the Code and the Treasury Regulations promulgated thereunder. (b) At the close of each Fiscal Year, and at certain other periods, as in the case of a withdrawal, there shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (B) the Capital Contributions, if any, made by such Member during such period and (ii) by decreasing such Member’s Capital Account by (A) the amount of cash or the Fair Value of any property distributed in kind to such Member by the Company during such period and (B) such Member’s allocable share of each item of the Company’s loss and deduction for such period (allocated in accordance with Section 3.2(d)). Each Member’s Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement. (c) In the event the Company is terminated during any period in accordance with ARTICLE 6, the closing Capital Accounts of the Members for such Fiscal Year then completed will be determined as of the date of termination of the Company in the manner provided in this Section 3.2. (d) For each Fiscal Period, as of the end of such Fiscal Period, each item of income, deduction, gain or loss of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Members in such manner that as closely as possible gives economic effect to the provisions of Section 3.3 and Section 6.2(b6.3(b). (e) If all or a portion of a Member’s Shares are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Shares so transferred.

Capital Account. (a) There shall be established for each Member of each Series on the books of the Company and the applicable Series, a Capital Account capital account in accordance with Section 704 of the Code and the Treasury Regulations promulgated thereunderthereunder (as to each such Series, a “Capital Account”). (b) At the close of each Fiscal YearYear of a Series, and at certain other periods, as in the case of a withdrawal, there shall be determined for each MemberMember of such Series, such Member’s closing Capital Account with respect to such Series for such period which shall be determined by adjusting such Member’s opening Capital Account with respect to such Series for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account with respect to such Series by (A) such Member’s allocable share of each item of the Company’s such Series’ income and gain for such period (allocated in accordance with Section 3.2(d3.02(d)), and (B) the Capital ContributionsContributions with respect to such Series, if any, made by such Member with respect to such Series during such period and (ii) by decreasing such Member’s Capital Account with respect to such Series by (A) the amount of cash or the Fair Value of any property distributed in kind to such Member with respect to such Series by the Company such Series during such period and (B) such Member’s allocable share of each item of the Company’s such Series’ loss and deduction for such period (allocated in accordance with Section 3.2(d3.02(d)). Each Member’s Capital Account with respect to each Series shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement. (c) In the event the Company or the applicable Series is terminated during any period in accordance with ARTICLE 6Article VI, the closing Capital Accounts with respect to the applicable Series of the Members for such Fiscal Year of such Series then completed will be determined as of the date of termination of the Company or the Series, as applicable, in the manner provided in this Section 3.23.02. (d) For each Fiscal PeriodPeriod of a Series, as of the end of such Fiscal Period, each item of income, deduction, gain or loss of the Company applicable Series (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts with respect to such Series of the Members in such Series in such manner that as closely as possible gives economic effect to the provisions of Section 3.3 3.03 and Section 6.2(b6.03(b). (e) If all or a portion of a Member’s Shares with respect to a Series are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account with respect to the applicable Series of the transferor to the extent it relates to the Shares of such Series so transferred.

Capital Account. (a) There The Managing Member shall be established maintain for each Member on owning Units a separate Capital Account with respect to such Units in accordance with the books rules of Treasury Regulations Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Company a Capital Account with respect to such Units pursuant to this Agreement and (ii) all items of Company income and gain (including, without limitation, income and gain exempt from tax) computed in accordance with Section 704 of the Code 3.3(b) and the Treasury Regulations promulgated thereunder. (b) At the close of each Fiscal Yearallocated with respect to such Units pursuant to Section 5.1, and at certain other periods, as in the case of a withdrawal, there shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account decreased by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (B) the Capital Contributions, if any, made by such Member during such period and (ii) by decreasing such Member’s Capital Account by (Ax) the amount of cash or the Fair Market Value of any all actual and deemed distributions of cash or property distributed in kind made with respect to such Member by the Company during such period Units pursuant to this Agreement and (By) such Member’s allocable share all items of each item of the Company’s Company deduction and loss and deduction for such period (allocated computed in accordance with Section 3.2(d)). Each Member’s Capital Account shall be further adjusted 3.3(b) and allocated with respect to any special allocations or adjustments such Units pursuant to Section 5.1. The foregoing provisions and the other provisions of this Agreement. (cAgreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Managing Member shall determine that it is prudent to modify the manner in which the Capital Accounts or any adjustments thereto (including, without limitation, adjustments relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company is terminated during or any period Members) are computed in accordance order to comply with ARTICLE 6such Treasury Regulations, the closing Capital Accounts Managing Member, without the consent of any other Person, may make such modification, notwithstanding the terms of this Agreement; provided that it is not likely to have a material effect on the amounts distributed or distributable to any Person pursuant to ARTICLE VII hereof upon the dissolution of the Members for such Fiscal Year then completed will be determined as Company. The Managing Member, without the consent of any other Person, also shall (i) make any adjustments, notwithstanding the date terms of termination of the Company in the manner provided in this Section 3.2. (d) For each Fiscal PeriodAgreement, as of the end of such Fiscal Period, each item of income, deduction, gain that are necessary or loss of the Company (determined in accordance with U.S. tax principles as applied appropriate to the maintenance of capital accounts) shall be allocated maintain equality among the Capital Accounts of the Members in such manner that and the amount of capital reflected on the Company’s balance sheet, as closely as possible gives economic effect to the provisions of Section 3.3 and Section 6.2(b). (e) If all or a portion of a Member’s Shares are Transferred computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications, notwithstanding the terms of this Agreement, in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b). (b) For purposes of computing the amount of any item of income, gain, loss or deduction, which is to be allocated pursuant to ARTICLE V and is to be reflected in the Members’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including, without limitation, any method of depreciation, cost recovery or amortization used for that purpose); provided, that: (i) Solely for purposes of this Section 3.3, the Company shall be treated as owning directly its proportionate share (as determined by the Managing Member) of all property owned by any partnership, limited liability company, unincorporated business or other entity or arrangement that is classified as a partnership or disregarded entity for federal income tax purposes, of which the Company is, directly or indirectly, a partner (in the case of a partnership) or owner (in the case of a disregarded entity). (ii) Except as otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Company and, as to those items described in Section 705(a)(1) (B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss. (iii) Any income, gain or loss attributable to the taxable disposition of any Company property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Company’s Carrying Value with respect to such property as of such date. (iv) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined in the manner described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3) as if the adjusted basis of such property on the date it was acquired by the Company were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 3.3(c) to the Carrying Value of any Adjusted Property that is subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined in the manner described in Treasury Regulations Sections 1.704-1(b)(2)(iv)(g)(3) and 1.704-3(a)(6)(i) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment; provided, however, that, if the asset has a zero adjusted basis for federal income tax purposes, depreciation, cost recovery or amortization deductions shall be determined using any method that the Managing Member may adopt. (c) If a Member transfers an interest in the Company to a new or existing Member, the transferee Member shall succeed to that portion of the transferor’s Capital Account that is attributable to the transferred interest. Any reference in this Agreement to a Capital Contribution of, or Distribution to, a Member that has succeeded any other Member shall include any Capital Contributions or Distributions previously made by or to the former Member on account of the interest of such former Member transferred to such successor Member. In addition, the following shall apply: (i) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Units for cash or Contributed Property, the Capital Account of all Members and the transferor Carrying Value of each Company property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance and had been allocated to the extent it relates Members at such time pursuant to Section 5.1 in the same manner as a corresponding item of gain or loss actually recognized during such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and Fair Market Value of all Company assets (including, without limitation, cash or cash equivalents) immediately prior to the Shares so transferredissuance of additional Units shall be determined by the Managing Member using such method of valuation as it may adopt; provided, however, that the Managing Member, in arriving at such valuation, must take fully into account the Fair Market Value of the Units of all Members at such time. The Managing Member shall allocate such aggregate value among the assets of the Company (in such manner as it determines) to arrive at a Fair Market Value for individual properties. (ii) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Unit), the Capital Accounts of all Members and the Carrying Value of all Company property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized in a sale of such property immediately prior to such distribution for an amount equal to its Fair Market Value, and had been allocated to the Members, at such time, pursuant to Section 5.1 in the same manner as a corresponding item of gain or loss actually recognized during such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and Fair Market Value of all Company assets (including, without limitation, cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not made pursuant to ARTICLE VII or in the case of a deemed distribution, be determined and allocated in the same manner as that provided in Section 3.3(c) or (B) in the case of a liquidating distribution pursuant to ARTICLE VII, be determined and allocated by the Person winding up the Company pursuant to Section 7.2(c) using such method of valuation as it may adopt. (iii) The Managing Member may make the adjustments described in this Section 3.4(d) in the manner set forth herein if the Managing Member determines that such adjustments are necessary or useful to effectuate the intended economic arrangement among the Members, including Members who received Units in connection with the performance of services to or for the benefit of the Company. (d) Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the Managing Member shall determine, in its sole and absolute discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members, the Managing Member may make such modification, notwithstanding any other provision hereof, without the consent of any other Person.

Capital Account. (a) There The Managing Member shall be established maintain for each Member on owning Units a separate Capital Account with respect to such Units in accordance with the books rules of Treasury Regulations Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Company a Capital Account with respect to such Units pursuant to this Agreement and (ii) all items of Company income and gain (including, without limitation, income and gain exempt from tax) computed in accordance with Section 704 of the Code 3.3(b) and the Treasury Regulations promulgated thereunder. (b) At the close of each Fiscal Yearallocated with respect to such Units pursuant to Section 5.1, and at certain other periods, as in the case of a withdrawal, there shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account decreased by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (B) the Capital Contributions, if any, made by such Member during such period and (ii) by decreasing such Member’s Capital Account by (Ax) the amount of cash or the Fair Market Value of any all actual and deemed distributions of cash or property distributed in kind made with respect to such Member by the Company during such period Units pursuant to this Agreement and (By) such Member’s allocable share all items of each item of the Company’s Company deduction and loss and deduction for such period (allocated computed in accordance with Section 3.2(d)). Each Member’s Capital Account shall be further adjusted 3.3(b) and allocated with respect to any special allocations or adjustments such Units pursuant to Section 5.1. The foregoing provisions and the other provisions of this Agreement. (cAgreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Managing Member shall determine that it is prudent to modify the manner in which the Capital Accounts or any adjustments thereto (including, without limitation, adjustments relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company is terminated during or any period Members) are computed in accordance order to comply with ARTICLE 6such Treasury Regulations, the closing Capital Accounts Managing Member, without the consent of any other Person, may make such modification, notwithstanding the terms of this Agreement; provided that it is not likely to have a material effect on the amounts distributed or distributable to any Person pursuant to Article VII hereof upon the dissolution of the Members for such Fiscal Year then completed will be determined as Company. The Managing Member, without the consent of any other Person, also shall (i) make any adjustments, notwithstanding the date terms of termination of the Company in the manner provided in this Section 3.2. (d) For each Fiscal PeriodAgreement, as of the end of such Fiscal Period, each item of income, deduction, gain that are necessary or loss of the Company (determined in accordance with U.S. tax principles as applied appropriate to the maintenance of capital accounts) shall be allocated maintain equality among the Capital Accounts of the Members in such manner that and the amount of capital reflected on the Company’s balance sheet, as closely as possible gives economic effect to the provisions of Section 3.3 and Section 6.2(b). (e) If all or a portion of a Member’s Shares are Transferred computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications, notwithstanding the terms of this Agreement, in the transferee event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b). (b) For purposes of computing the amount of any item of income, gain, loss or deduction, which is to be allocated pursuant to Article V and is to be reflected in the Members’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including, without limitation, any method of depreciation, cost recovery or amortization used for that purpose); provided, that: (i) Solely for purposes of this Section 3.3, the Company shall be treated as owning directly its proportionate share (as determined by the Managing Member) of all property owned by any partnership, limited liability company, unincorporated business or other entity or arrangement that is classified as a partnership or disregarded entity for federal income tax purposes, of which the Company is, directly or indirectly, a partner (in the case of a partnership) or owner (in the case of a disregarded entity). (ii) Except as otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Company and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss. (iii) Any income, gain or loss attributable to the taxable disposition of any Company property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Company’s Carrying Value with respect to such property as of such date. (iv) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined in the manner described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3) as if the adjusted basis of such property on the date it was acquired by the Company were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 3.3(c) to the Carrying Value of any Adjusted Property that is subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined in the manner described in Treasury Regulations Sections 1.704-1(b)(2)(iv)(g)(3) and 1.704-3(a)(6)(i) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment; provided, however, that, if the asset has a zero adjusted basis for federal income tax purposes, depreciation, cost recovery or amortization deductions shall be determined using any method that the Managing Member may adopt. (c) If a Member Transfers an interest in the Company to a new or existing Member, the Transferee Member shall succeed to that portion of the Transferor’s Capital Account that is attributable to the Transferred interest. Any reference in this Agreement to a Capital Contribution of, or Distribution to, a Member that has succeeded any other Member shall include any Capital Contributions or Distributions previously made by or to the former Member on account of the interest of such former Member Transferred to such successor Member. In addition, the following shall apply: (i) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Units for cash or Contributed Property, the Capital Account of all Members and the transferor Carrying Value of each Company property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance and had been allocated to the extent it relates Members at such time pursuant to Section 5.1 in the same manner as a corresponding item of gain or loss actually recognized during such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and Fair Market Value of all Company assets (including, without limitation, cash or cash equivalents) immediately prior to the Shares so transferredissuance of additional Units shall be determined by the Managing Member using such method of valuation as it may adopt; provided, however, that the Managing Member, in arriving at such valuation, must take fully into account the Fair Market Value of the Units of all Members at such time. The Managing Member shall allocate such aggregate value among the assets of the Company (in such manner as it determines) to arrive at a Fair Market Value for individual properties. (ii) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Unit), the Capital Accounts of all Members and the Carrying Value of all Company property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized in a sale of such property immediately prior to such distribution for an amount equal to its Fair Market Value, and had been allocated to the Members, at such time, pursuant to Section 5.1 in the same manner as a corresponding item of gain or loss actually recognized during such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and Fair Market Value of all Company assets (including, without limitation, cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not made pursuant to Article VII or in the case of a deemed distribution, be determined and allocated in the same manner as that provided in Section 3.3(c) or (B) in the case of a liquidating distribution pursuant to Article VII, be determined and allocated by the Person winding up the Company pursuant to Section 7.2(c) using such method of valuation as it may adopt. (iii) The Managing Member may make the adjustments described in this Section 3.4(d) in the manner set forth herein if the Managing Member determines that such adjustments are necessary or useful to effectuate the intended economic arrangement among the Members, including Members who received Units in connection with the performance of services to or for the benefit of the Company. (d) Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the Managing Member shall determine, in its sole and absolute discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members, the Managing Member may make such modification, notwithstanding any other provision hereof, without the consent of any other Person.

Capital Account. (a) There The Managing Member shall be established maintain for each Member on owning Units a separate Capital Account with respect to such Units in accordance with the books rules of Treasury Regulations Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Company a Capital Account with respect to such Units pursuant to this Agreement and (ii) all items of Company income and gain (including, without limitation, income and gain exempt from tax) computed in accordance with Section 704 of the Code 3.4(b) and the Treasury Regulations promulgated thereunder. (b) At the close of each Fiscal Yearallocated with respect to such Units pursuant to Section 5.1, and at certain other periods, as in the case of a withdrawal, there shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account decreased by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (B) the Capital Contributions, if any, made by such Member during such period and (ii) by decreasing such Member’s Capital Account by (Ax) the amount of cash or the Fair Market Value of any all actual and deemed distributions of cash or property distributed in kind made with respect to such Member by the Company during such period Units pursuant to this Agreement and (By) such Member’s allocable share all items of each item of the Company’s Company deduction and loss and deduction for such period (allocated computed in accordance with Section 3.2(d)). Each Member’s Capital Account shall be further adjusted 3.4(b) and allocated with respect to any special allocations or adjustments such Units pursuant to Section 5.1. The foregoing provisions and the other provisions of this Agreement. (cAgreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Company Managing Member shall determine that it is terminated during any period in accordance with ARTICLE 6, the closing Capital Accounts of the Members for such Fiscal Year then completed will be determined as of the date of termination of the Company in prudent to modify the manner provided in this Section 3.2. (d) For each Fiscal Period, as of the end of such Fiscal Period, each item of income, deduction, gain or loss of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among which the Capital Accounts or any adjustments thereto (including, without limitation, adjustments relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Members) are computed in order to comply with such Treasury Regulations, the Managing Member, without the consent of the Members in any other Person, may make such manner that as closely as possible gives economic effect to the provisions of Section 3.3 and Section 6.2(b). (e) If all or a portion of a Member’s Shares are Transferred in accordance with modification, notwithstanding the terms of this Agreement, provided that it is not likely to have a material effect on the amounts distributed or distributable to any Person pursuant to ARTICLE VII hereof upon the dissolution of the Company. (b) For purposes of computing the amount of any item of income, gain, loss or deduction, which is to be allocated pursuant to ARTICLE V and is to be reflected in the Members’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including, without limitation, any method of depreciation, cost recovery or amortization used for that purpose), provided, that: (i) Solely for purposes of this Section 3.4, the Company shall be treated as owning directly its proportionate share (as determined by the Managing Member) of all property owned by any partnership, limited liability company, unincorporated business or other entity or arrangement that is classified as a partnership or disregarded entity for federal income tax purposes, of which the Company is, directly or indirectly, a partner (in the case of a partnership) or owner (in the case of a disregarded entity). (ii) Except as otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Company and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss. (iii) Any income, gain or loss attributable to the taxable disposition of any Company property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Company’s Carrying Value with respect to such property as of such date. (iv) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined in the manner described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3) as if the adjusted basis of such property on the date it was acquired by the Company were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 3.4(d) to the Carrying Value of any Adjusted Property that is subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined in the manner described in Treasury Regulations Sections 1.704-1(b)(2)(iv)(g)(3) and 1.704-3(a)(6)(i) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment; provided, however, that, if the asset has a zero adjusted basis for federal income tax purposes, depreciation, cost recovery or amortization deductions shall be determined using any method that the Managing Member may adopt. (c) A transferee of Units shall succeed to a pro rata portion of the Capital Account of the transferor relating to the extent it relates to the Shares Units so transferred. (d) In addition, the following shall apply: (i) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Units for cash or Contributed Property and the issuance of Units as consideration for the provision of services, the Capital Account of all Members and the Carrying Value of each Company property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance and had been allocated to the Members at such time pursuant to Section 5.1 in the same manner as a corresponding item of gain or loss actually recognized during such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Company assets (including, without limitation, cash or cash equivalents) immediately prior to the issuance of additional Units shall be determined by the Managing Member using such method of valuation as it may adopt; provided, however, that the Managing Member, in arriving at such valuation, must take fully into account the fair market value of the Units of all Members at such time. The Managing Member shall allocate such aggregate value among the assets of the Company (in such manner as it determines) to arrive at a fair market value for individual properties. (ii) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Unit), the Capital Accounts of all Members and the Carrying Value of all Company property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized in a sale of such property immediately prior to such distribution for an amount equal to its fair market value, and had been allocated to the Members, at such time, pursuant to Section 5.1 in the same manner as a corresponding item of gain or loss actually recognized during such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Company assets (including, without limitation, cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not made pursuant to ARTICLE VII or in the case of a deemed distribution, be determined and allocated in the same manner as that provided in Section 3.4(d) or (B) in the case of a liquidating distribution pursuant to ARTICLE VII, be determined and allocated by the Person winding up the Company pursuant to Section 7.3(b) using such method of valuation as it may adopt. (iii) Notwithstanding anything to the contrary in Section 3.4(d)(i) and Section 3.4(d)(ii), the Managing Member may make the required adjustments immediately after the applicable events described in Section 3.4(d)(i) and Section 3.4(d)(ii) upon the exercise of any noncompensatory warrants to acquire Series A Units. (iv) The Managing Member may make the adjustments described in this Section 3.4(d) in the manner set forth therein if the Managing Member determines that such adjustments are necessary or useful to effectuate the intended economic arrangement among the Members, including Members who received Units in connection with the performance of services to or for the benefit of the Company. (e) Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the Managing Member shall determine, in its sole and absolute discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members, the Managing Member may make such modification, notwithstanding any other provision hereof, without the consent of any other Person.

Capital Account. A separate capital account shall be maintained for each Member throughout the term of the Company in accordance with the rules of Section 1.704b1(b)(2)(iv) of the Tax Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) There To each Member’s Capital Account there shall be established for each Member on credited the books amount of (i) such Member’s Capital Contribution (if any) to the Company a Capital Account Company; (ii) such Member’s distributive share of Profits; (iii) and any items in accordance with Section 704 the nature of the Code income or gain that are specially allocated pursuant to Sections 9.4 and 9.5 hereof, and the Treasury Regulations promulgated thereunderamount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member. (b) At the close of To each Fiscal Year, and at certain other periods, as in the case of a withdrawal, there shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account by there shall be debited the amount of (Ai) money and the Gross Asset Value of any Property distributed to such Member pursuant to any provisions of this Agreement; (ii) such Member’s allocable distributive share of each item losses; and (iii) any items in the nature of the Company’s income expenses or losses which are specially allocated pursuant to Sections 9.4 and gain for such period (allocated in accordance with Section 3.2(d))9.5 hereof, and (B) the Capital Contributions, if any, made amount of any liabilities of such Members that are assumed by the Company or which are secured by any Property contributed by such Member during such period and (ii) by decreasing such Member’s Capital Account by (A) the amount of cash or the Fair Value of any property distributed in kind to such Member by the Company during such period and (B) such Member’s allocable share of each item of the Company’s loss and deduction for such period (allocated in accordance with Section 3.2(d)). Each Member’s Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement. (c) In the event any Membership Interest and/or Economic Interest in the Company is terminated during any period in accordance with ARTICLE 6, the closing Capital Accounts of the Members for such Fiscal Year then completed will be determined as of the date of termination of the Company in the manner provided in this Section 3.2. (d) For each Fiscal Period, as of the end of such Fiscal Period, each item of income, deduction, gain or loss of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Members in such manner that as closely as possible gives economic effect to the provisions of Section 3.3 and Section 6.2(b). (e) If all or a portion of a Member’s Shares are Transferred transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Shares so transferredtransferred interest. (d) In determining the amount of any liability, there shall be taken into account Section 752(c) of the Code and any other applicable provisions of the Code and Tax Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Tax Regulations, and shall be interpreted and applied in a manner consistent with such Tax Regulations. In the event the Managers shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or any Member), are computed in order to comply with such Tax Regulations, the Managers may make such modification, provided that it will not have a material effect on the amounts distributable to any Member pursuant to Section 9.7 and Article XIV hereof upon the dissolution of the Company.

Capital Account. (a) There The Managing Member shall be established maintain for each Member on owning Units a separate Capital Account with respect to such Units in accordance with the books rules of Treasury Regulations Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Company a Capital Account with respect to such Units pursuant to this Agreement and (ii) all items of Company income and gain (including, without limitation, income and gain exempt from tax) computed in accordance with Section 704 of the Code 3.3(b) and the Treasury Regulations promulgated thereunder. (b) At the close of each Fiscal Yearallocated with respect to such Units pursuant to Section 5.1, and at certain other periods, as in the case of a withdrawal, there shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account decreased by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (B) the Capital Contributions, if any, made by such Member during such period and (ii) by decreasing such Member’s Capital Account by (Ax) the amount of cash or the Fair Market Value of any all actual and deemed distributions of cash or property distributed in kind made with respect to such Member by the Company during such period Units pursuant to this Agreement and (By) such Member’s allocable share all items of each item of the Company’s Company deduction and loss and deduction for such period (allocated computed in accordance with Section 3.2(d)). Each Member’s Capital Account shall be further adjusted 3.3(b) and allocated with respect to any special allocations or adjustments such Units pursuant to Section 5.1. The foregoing provisions and the other provisions of this Agreement. (cAgreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Managing Member shall determine that it is prudent to modify the manner in which the Capital Accounts or any adjustments thereto (including, without limitation, adjustments relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company is terminated during or any period Members) are computed in accordance order to comply with ARTICLE 6such Treasury Regulations, the closing Capital Accounts Managing Member, without the consent of any other Person, may make such modification, notwithstanding the terms of this Agreement; provided that it is not likely to have a material effect on the amounts distributed or distributable to any Person pursuant to Article VII hereof upon the dissolution of the Members for such Fiscal Year then completed will be determined as Company. The Managing Member, without the consent of any other Person, also shall (i) make any adjustments, notwithstanding the date terms of termination of the Company in the manner provided in this Section 3.2. (d) For each Fiscal PeriodAgreement, as of the end of such Fiscal Period, each item of income, deduction, gain that are necessary or loss of the Company (determined in accordance with U.S. tax principles as applied appropriate to the maintenance of capital accounts) shall be allocated maintain equality among the Capital Accounts of the Members in such manner that and the amount of capital reflected on the Company’s balance sheet, as closely as possible gives economic effect to the provisions of Section 3.3 and Section 6.2(b). (e) If all or a portion of a Member’s Shares are Transferred computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications, notwithstanding the terms of this Agreement, in the transferee event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b). (b) For purposes of computing the amount of any item of income, gain, loss or deduction, which is to be allocated pursuant to Article V and is to be reflected in the Members’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including, without limitation, any method of depreciation, cost recovery or amortization used for that purpose); provided, that: (i) Solely for purposes of this Section 3.3, the Company shall be treated as owning directly its proportionate share (as determined by the Managing Member) of all property owned by any partnership, limited liability company, unincorporated business or other entity or arrangement that is classified as a partnership or disregarded entity for federal income tax purposes, of which the Company is, directly or indirectly, a partner (in the case of a partnership) or owner (in the case of a disregarded entity). (ii) Except as otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Company and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss. (iii) Any income, gain or loss attributable to the taxable disposition of any Company property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Company’s Carrying Value with respect to such property as of such date. (iv) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined in the manner described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3) as if the adjusted basis of such property on the date it was acquired by the Company were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 3.3(c) to the Carrying Value of any Adjusted Property that is subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined in the manner described in Treasury Regulations Sections 1.704-1(b)(2)(iv)(g)(3) and 1.704-3(a)(6)(i) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment; provided, however, that, if the asset has a zero adjusted basis for federal income tax purposes, depreciation, cost recovery or amortization deductions shall be determined using any method that the Managing Member may adopt. (c) If a Member Transfers an interest in the Company to a new or existing Member, the Transferee Member shall succeed to that portion of the Transferor’s Capital Account that is attributable to the Transferred interest. Any reference in this Agreement to a Capital Contribution of, or distribution to, a Member that has succeeded any other Member shall include any Capital Contributions or distributions previously made by or to the former Member on account of the interest of such former Member Transferred to such successor Member. In addition, the following shall apply: (i) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Units for cash or Contributed Property, the Capital Account of all Members and the transferor Carrying Value of each Company property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance and had been allocated to the extent it relates Members at such time pursuant to Section 5.1 in the same manner as a corresponding item of gain or loss actually recognized during such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and Fair Market Value of all Company assets (including, without limitation, cash or cash equivalents) immediately prior to the Shares so transferredissuance of additional Units shall be determined by the Managing Member using such method of valuation as it may adopt; provided, however, that the Managing Member, in arriving at such valuation, must take fully into account the Fair Market Value of the Units of all Members at such time. The Managing Member shall allocate such aggregate value among the assets of the Company (in such manner as it determines) to arrive at a Fair Market Value for individual properties. (ii) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Unit), the Capital Accounts of all Members and the Carrying Value of all Company property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized in a sale of such property immediately prior to such distribution for an amount equal to its Fair Market Value, and had been allocated to the Members, at such time, pursuant to Section 5.1 in the same manner as a corresponding item of gain or loss actually recognized during such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and Fair Market Value of all Company assets (including, without limitation, cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not made pursuant to Article VII or in the case of a deemed distribution, be determined and allocated in the same manner as that provided in Section 3.3(c) or (B) in the case of a liquidating distribution pursuant to Article VII, be determined and allocated by the Person winding up the Company pursuant to Section 7.2(c) using such method of valuation as it may adopt. (iii) The Managing Member may make the adjustments described in this Section 3.3(c) in the manner set forth herein if the Managing Member determines that such adjustments are necessary or useful to effectuate the intended economic arrangement among the Members, including Members who received Units in connection with the performance of services to or for the benefit of the Company (provided that any such adjustment that adversely affects a Member may only be made with the express written consent of such Member). (d) Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the Managing Member shall determine, in its sole and absolute discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members, the Managing Member may make such modification,(provided that any such modification that adversely affects a Member may only be made with the express written consent of such Member).

Capital Account. (a) There The Company shall be established maintain for each the Member on the books of the Company a Capital Account in accordance with Section 704 I .704-1(b) (2) (iv) of the Regulations promulgated pursuant to the Internal Revenue Code (“the Code”). The Capital Account of the Member shall, except as expressly stated herein to the contrary, consist of the amount of the Member’s Capital Contribution, increased by: (i) the amount of any money contributed by the Member to the Company; (ii) the fair market value of property and services contributed by the Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code); (iii) allocations to the Member of Profits; (iv) any items in the nature of income and gain which are specially allocated to the Member as provided in Article VI attached hereto; and (v) allocations to the Member of income described in Section 705(a)(l)(B) of the Code. The Member's Capital Account shall be decreased by: (i) the amount of money distributed to the Member by the Company; (ii) the fair market value of property distributed to the Member by the Company (net of liabilities secured by such distributed property that such is considered to assume or take subject to under Section 752 of the Code); (iii) allocations to the Member of expenditures described in Section 705(a)(2)(B) of the Code; (iv) any items in the nature of deduction and loss that are specially allocated to the Member as provided in Article VI attached hereto; and (v) allocations to the account of the Member of Losses. The provisions of this Agreement relating to the maintenance of the Capital Account are intended to comply with Treasury Reg. § 1.704-1(b) and shall be interpreted and applied in a manner consistent therewith. If the Member shall determine that it is prudent to modify the manner in which the Capital Accounts, or any adjustments thereof (including, without limitation, adjustments relating to liabilities secured by contributions or distributed property or to liabilities assumed by the Member) are computed in order to comply therewith, the Member may make any such modifications but only if such modifications are not likely to have a material adverse effect on the amounts distributed to the Member upon the Dissolution of the Company. In determining the amount of any liability for purposes of this Section 5.5, there shall be taken into account I.R.C. §752(c) and any other applicable provisions of the Code and the Treasury Regulations promulgated adopted thereunder. (b) At the close of each Fiscal Year, and at certain other periods, as in the case of a withdrawal, there shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (B) the Capital Contributions, if any, made by such Member during such period and (ii) by decreasing such Member’s Capital Account by (A) the amount of cash or the Fair Value of any property distributed in kind to such Member by the Company during such period and (B) such Member’s allocable share of each item of the Company’s loss and deduction for such period (allocated in accordance with Section 3.2(d)). Each Member’s Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement. (c) In the event the Company is terminated during any period in accordance with ARTICLE 6, the closing Capital Accounts of the Members for such Fiscal Year then completed will be determined as of the date of termination of the Company in the manner provided in this Section 3.2. (d) For each Fiscal Period, as of the end of such Fiscal Period, each item of income, deduction, gain or loss of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Members in such manner that as closely as possible gives economic effect to the provisions of Section 3.3 and Section 6.2(b). (e) If all or a portion of a Member’s Shares are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Shares so transferred.

Capital Account. (a) There A capital account (a “Capital Account”) shall be established for each Member. The Capital Account shall be credited with (i) the Capital Contributions of such Member (net of liabilities relating to any contributed property that the Company is considered to assume or take subject to under Code Section 752), (ii) such Member’s share of Net Profits as determined pursuant to Section 8, (iii) any items of income or gain that are taken into account in determining capital accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m) on account of any adjustment to the books adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Section 743(b), and (iv) the amount of any liabilities of the Company a Capital Account that are assumed by such Member, other than liabilities described in accordance with Section 704 of the Code and the Treasury Regulations promulgated thereunder6.2(b)(i). (b) At the close of each Fiscal Year, and at certain other periods, as in the case of a withdrawal, there The Capital Account shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined debited by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (B) the Capital Contributions, if any, made by such Member during such period and (ii) by decreasing such Member’s Capital Account by (A) the amount of cash or and the Fair Gross Asset Value of any other property distributed in kind to such Member by (net of any liabilities relating to such distributed property that the Company during such period and Member is considered to assume or take subject to under Code Section 752), (Bii) such Member’s allocable share of each item Net Losses as determined pursuant to Section 8, (iii) any items of loss that are taken into account in determining capital accounts under Treasury Regulation Section 1.704-1(b)(2)(iv)(m) on account of Code Section 734(b) or Code Section 743(b) adjustments to the tax basis of Company assets, and (iv) the amount of any liabilities of such Member that are assumed by the Company’s loss and deduction for such period (allocated , other than liabilities described in accordance with Section 3.2(d)6.2(a)(i). Each Member’s Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement. (c) In the event the Gross Asset Value of Company assets is terminated during any period in accordance with ARTICLE 6, adjusted under the closing Capital Accounts provisions of the Members for such Fiscal Year then completed will be determined as of the date of termination of the Company definition thereof in the manner provided in this Section 3.2. (d) For each Fiscal Period1, as of the end of such Fiscal Period, each item of income, deduction, gain or loss of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Members in such manner that shall be adjusted to reflect the aggregate net adjustment as closely as possible gives economic effect if the Company recognized Net Profits or Net Losses equal to the amount of such aggregate net adjustment and such Net Profits or Net Losses were allocated to the Members pursuant to Section 8.1 of this Agreement. The foregoing provisions relating to the maintenance of Section 3.3 Capital Accounts are intended to comply with Treasury Regulations Sections 1.704-1(b) and Section 6.2(b)1.704-2 and shall be applied in a manner consistent with such Regulations. (ec) If all or a portion Upon the transfer of an interest of a Member’s Shares are Transferred Member in the Company in accordance with the terms of this AgreementAgreement (x) if such transfer does not cause a termination of the Company within the meaning of Code Section 708(b)(1)(B), the transferee shall succeed to the Capital Account of the transferor Member that is attributable to the extent it relates transferred interest shall be carried over to the Shares so transferredtransferee Member and, if the Company has a Code Section 754 election in effect, the Capital Account shall not be adjusted to reflect any adjustment under Code Section 743, or (y) if such transfer causes a termination of the Company within the meaning of Code Section 708(b)(1)(B), the income tax consequences of such termination shall be governed by the relevant provisions of Subchapter K of Chapter 1 of the Code and the Regulations promulgated thereunder, and the initial Capital Accounts of the Members in the new limited liability company resulting from such termination (which for all other purposes shall continue to be the Company) shall be determined in accordance with the Treasury Regulation Sections 1.704-1(b)(2)(iv)(d), (e), (f), (g) and (l) under Code Section 704(b) and thereafter in accordance with this Section 6.2.

Capital Account. (a) There A capital account (a “Capital Account”) shall be established for each Member. The Capital Account shall be credited with (i) the Capital Contributions of such Member (net of liabilities relating to any contributed property that the Company is considered to assume or take subject to under Code Section 752), (ii) such Member’s share of Net Profits as determined pursuant to Section 8, (iii) any items of income or gain that are taken into account in determining capital accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m) on account of any adjustment to the books adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Section 743(b) and (iv) the amount of any liabilities of the Company a Capital Account that are assumed by such Member, other than liabilities described in accordance with Section 704 of the Code and the Treasury Regulations promulgated thereunder6.2(b)(i). (b) At the close of each Fiscal Year, and at certain other periods, as in the case of a withdrawal, there The Capital Account shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined debited by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (B) the Capital Contributions, if any, made by such Member during such period and (ii) by decreasing such Member’s Capital Account by (A) the amount of cash or and the Fair Gross Asset Value of any other property distributed in kind to such Member by (net of any liabilities relating to such distributed property that the Company during such period and Member is considered to assume or take subject to under Code Section 752), (Bii) such Member’s allocable share of each item Net Losses as determined pursuant to Section 8, (iii) any items of loss that are taken into account in determining capital accounts under Treasury Regulation Section 1.704-1(b)(2)(iv)(m) on account of Code Section 734(b) or Code Section 743(b) adjustments to the tax basis of Company assets and (iv) the amount of any liabilities of such Member that are assumed by the Company’s loss and deduction for such period (allocated , other than liabilities described in accordance with Section 3.2(d)6.2(a)(i). Each Member’s Capital Account shall be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement. (c) In the event the Gross Asset Value of Company assets is terminated during any period in accordance with ARTICLE 6, adjusted under the closing Capital Accounts provisions of the Members for such Fiscal Year then completed will be determined as of the date of termination of the Company definition thereof in the manner provided in this Section 3.2. (d) For each Fiscal Period1, as of the end of such Fiscal Period, each item of income, deduction, gain or loss of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Members in such manner that shall be adjusted to reflect the aggregate net adjustment as closely as possible gives economic effect if the Company recognized Net Profits or Net Losses equal to the amount of such aggregate net adjustment and such Net Profits or Net Losses were allocated to the Members pursuant to Section 8.1 of this Agreement. The foregoing provisions relating to the maintenance of Section 3.3 Capital Accounts are intended to comply with Treasury Regulations Sections 1.704-1(b) and Section 6.2(b)1.704-2 and shall be applied in a manner consistent with such Regulations. (ec) If all or a portion Upon the transfer of an interest of a Member’s Shares are Transferred Member in the Company in accordance with the terms of this AgreementAgreement (x) if such transfer does not cause a termination of the Company within the meaning of Code Section 708(b)(1)(B), the transferee shall succeed to the Capital Account of the transferor Member that is attributable to the extent it relates transferred interest will be carried over to the Shares so transferredtransferee Member and, if the Company has a Code Section 754 election in effect, the Capital Account will not be adjusted to reflect any adjustment under Code Section 743, or (y) if such transfer causes a termination of the Company within the meaning of Code Section 708(b)(1)(B), the income tax consequences of such termination shall be governed by the relevant provisions of Subchapter K of Chapter 1 of the Code and the Regulations promulgated thereunder, and the initial Capital Accounts of the Members in the new limited liability company resulting from such termination (which for all other purposes shall continue to be the Company) shall be determined in accordance with the Treasury Regulation Sections 1.704-1(b)(2)(iv)(d), (e), (f), (g) and (l) under Code Section 704(b) and thereafter in accordance with this Section 6.2.

Capital Account. (a) There A capital account (a “Capital Account”) shall be established for each Tax Member. The Capital Account shall be credited with (i) the Capital Contributions of such Tax Member (net of liabilities relating to any contributed property that the Company is considered to assume or take subject to under Code Section 752), (ii) such Tax Member’s distributive share of Net Profits and items of income and gain, (iii) any items of income or gain that are taken into account in determining capital accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m) on account of any adjustment to the books adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Section 743(b) and (iv) the amount of any liabilities of the Company a Capital Account that are assumed by such Tax Member, other than liabilities described in accordance with Section 704 of the Code and the Treasury Regulations promulgated thereunder6.2(b)(i) hereof. (b) At the close of each Fiscal Year, and at certain other periods, as in the case of a withdrawal, there The Capital Account shall be determined for each Member, such Member’s closing Capital Account for such period which shall be determined debited by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (B) the Capital Contributions, if any, made by such Member during such period and (ii) by decreasing such Member’s Capital Account by (A) the amount of cash or and the Fair Gross Asset Value of any other property distributed in kind to such Tax Member (net of any liabilities relating to such distributed property that the Tax Member is considered to assume or take subject to under Code Section 752), (ii) such Tax Member’s distributive share of Net Losses and items of loss and deduction, (iii) any items of loss that are taken into account in determining capital accounts under Treasury Regulation Section 1.704-1(b)(2)(iv)(m) on account of any Code Section 734(b) or Section 743(b) adjustments to the tax basis of Company assets and (iv) the amount of any liabilities of such Tax Member that are assumed by the Company during such period Company, other than liabilities described in Section 6.2(a)(i) hereof. The provisions of Sections 6.2(a) and (B6.2(b) such Member’s allocable share hereof relating to the maintenance of each item of the Company’s loss Capital Accounts are intended to comply with Treasury Regulation Sections 1.704-1(b) and deduction for such period (allocated in accordance with Section 3.2(d)). Each Member’s Capital Account 1.704-2 and shall be further adjusted applied in a manner consistent with respect to any special allocations or adjustments pursuant to this Agreementsuch Regulations. (c) In Upon the event the Company is terminated during any period in accordance with ARTICLE 6Transfer of a Tax Member’s Membership Interest, the closing Capital Accounts of the Members for (i) if such Fiscal Year then completed will be determined as of the date of Transfer does not cause a termination of the Company in within the manner provided in this meaning of Code Section 3.2. (d) For each Fiscal Period708(b)(1)(B), as of the end of such Fiscal Period, each item of income, deduction, gain or loss of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Members in such manner that as closely as possible gives economic effect to the provisions of Section 3.3 and Section 6.2(b). (e) If all or a portion of a Member’s Shares are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor Tax Member that is attributable to the extent it relates transferred interest will be carried over to the Shares so transferredtransferee Tax Member and, if the Company has a Section 754 election in effect, the Capital Account will not be adjusted to reflect any adjustment under Code Section 743, or (ii) if such Transfer causes a termination of the Company within the meaning of Code Section 708(b)(1)(B), the income tax consequences of such termination shall be governed by the relevant provisions of Subchapter K of Chapter 1 of the Code and the Regulations promulgated thereunder, and the initial Capital Accounts of the Tax Members in the new limited liability company resulting from such termination (which for all other purposes continues to be the Company) shall be determined in accordance with the Treasury Regulations Sections 1.704-1(b)(2)(iv)(l) under Code Section 704(b) and thereafter in accordance with this Section 6.4.

Capital Account. (a) There A separate Capital Account shall be established and maintained for each Member on the books of the Company a Capital Account in accordance with Section 704 of the Code and the Treasury Regulations regulations promulgated thereunder, including, but not limited to, the rules regarding the maintenance of partners’ Capital Accounts set forth in Treasury Regulation Section 1.704-1. (b) At Subject to Section 6.4(a). there shall be credited to each Member's Capital Account (i) the close amount of each Fiscal Yearmoney and the fair market value of any property (net of related liabilities) contributed by the Member to the Company, and at certain other periods, as in (ii) the case Member’s share of a withdrawalProfit (or items thereof) ofthe Company, (c) Subject to Section 6.4(a), there shall be determined for charged against each Member, such Member’s closing Capital Account for such period which shall be determined by adjusting such Member’s opening Capital Account for such period, as the case may be, as follows: (i) by increasing such Member’s Capital Account by (A) such Member’s allocable share of each item of the Company’s income and gain for such period (allocated in accordance with Section 3.2(d)), and (Bi) the Capital Contributions, if any, made amount of money and the fair market value of any property (net of related liabilities) distributed to the Member by the Company (other than in payment of principal or interest on any Member Loans by such Member during or any other indebtedness of the Company to such period Member) and (ii) by decreasing such the Member’s Capital Account by share of Loss (Aor items thereof) ofthe Company, (d) If property is contributed to the amount capital of cash the Company or upon the Fair Value occurrence of any event specified in Treasury Regulation Section 1.704-1.(b)(2)(iv)(f), the Managers, in their sole discretion, may conduct a revaluation of the property of the Company and, in the event there is a revaluation of any property distributed in kind to such Member by of the Company during such period and (B) that the book value of such Member’s allocable share of each item of property differs from its adjusted tax basis, the Company’s Members' Capital Accounts shall be appropriately adjusted for income, gain, loss and deduction for such period (allocated in accordance with as required by Treasury Regulation Section 3.2(d)1.704-l(b)(2)(iv)(g). Each Member’s Capital Account shall be further adjusted with respect Any such adjustment(s) to any special allocations or adjustments pursuant to this Agreement. (c) In the event the Company is terminated during any period in accordance with ARTICLE 6, the closing Capital Accounts may be based on the value of the Members for such Fiscal Year then completed will be determined Company property as of the date of termination of the Company in adjustment and may reflect the manner provided in this Section 3.2. which unrealized Profit or Loss inherent in such property (dthat has not been reflected in Capital Accounts previously) For each Fiscal Period, as of the end of such Fiscal Period, each item of income, deduction, gain or loss of the Company (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall would be allocated among the Members as if there were a taxable disposition of such property for such fair market value on that date. .After any such revaluation, the Members’ Capital Accounts of the Members in such manner that as closely as possible gives economic effect may be subsequently adjusted for book depreciation, depletion, amortization, and gain or loss with respect to the provisions of Section 3.3 and Section 6.2(b).Company property, (e) If all or a portion of a Member’s Shares any Membership Interests are Transferred in accordance with transferred pursuant to the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates the Capital Account is attributable to the Shares so transferredtransferred Membership Interests. (f) To the extent a Member's Capital Account is greater than zero, such excess is hereinafter referred to as a “positive balance," To the extent that a Member’s Capital Account is less than zero, said amount is hereinafter referred to as a “deficit balance.”