Common use of Capital Contributions and Capital Accounts Clause in Contracts

Capital Contributions and Capital Accounts. 3.1. Each Member has made a Capital Contribution to the Company in an amount to be set forth on Exhibit A. Additional Capital Contributions by any Member, or any new Member, will be set forth on Exhibit A. As such Exhibit A may be amended with valid changes by the Manager without approval of the Members. 3.2. An individual Capital Account shall be maintained for each Member consisting of that Member’s Capital Contribution, (1) increased by that Member’s share of Profits accrued, (2) decreased by the amount of cash or Gross Asset Value of property of the Company distributed to the Member pursuant to this Agreement, (3) decreased by such Member’s distributive share of Losses, and (4) adjusted as required in accordance with applicable provisions of the Code, the Regulations, and this Agreement. 3.3. Except as provided in this Agreement, a Member shall not be entitled to withdraw any part of the Member’s Capital Contribution or to receive any distributions from the Company. 3.4. A Member shall not be bound by, nor be personally liable for, the expenses, liabilities, or obligations of the Company, except as otherwise provided in the Act, in this Agreement, or in a separate written agreement executed by such Member. 3.5. Except for the preferences expressly granted to the Members in this Agreement, no Member shall have priority over any other Member with respect to the return of a Capital Contribution or distributions or allocations of income, gain, losses, deductions, or credits thereof. 3.6. Any Member may lend funds to the Company in such amounts and on such terms as such Member and the Company may agree, subject to the Manager’s approval. A loan by any Member to the Company shall not be considered a Capital Contribution to the Company.

Capital Contributions and Capital Accounts. 3.19.1. Each Member has made a Capital Contribution The initial amount of money and the initial fair market value of any property (other than money) contributed to the Company in an amount with respect to the Shares held by a Member (“Capital Contribution”) shall be set forth on Exhibit A. Additional Capital Contributions by any Member, or any new Member, will be set forth on Exhibit A. As such Exhibit A may be amended with valid changes as determined by the Manager without approval Company’s accountants. 9.2. A separate capital account for each Member on the books of the Members. 3.2. An individual Company (“Capital Account Account”), increased, decreased or otherwise adjusted by the Company's independent public accountants as required by the Internal Revenue Code of 1986, as amended (the “Code”) and the Income Tax Regulations promulgated under the Code, as amended (the “Regulations”), shall be established and maintained for each Member consisting of that Member’s Capital Contribution, (1) increased by that Member’s share of Profits accrued, (2) decreased by the amount of cash or Gross Asset Value of property of the Company distributed to the Member pursuant to this Agreement, (3) decreased by such Member’s distributive share of Losses, and (4) adjusted as required in accordance with applicable provisions the capital accounting rules of the Code, Code and the Regulations, and Regulations (which shall control in the event of any inconsistency with this Agreement). 3.39.3. Except as provided in this Agreement, a A Member shall not be entitled to withdraw any part of such Member's Capital Account or resign, withdraw or dissociate as a member of the Member’s Capital Contribution Company or to receive any distributions distribution from the Company. 3.4. A Member shall not be bound by, nor be personally liable for, the expenses, liabilities, or obligations of the Company, except as otherwise provided in the Act, in this Agreement, or in a separate written agreement executed by such Member. 3.59.4. Except for the preferences expressly granted to the Members in this Agreement, no No Member shall have priority over be required to make any other Member with respect additional capital contribution or to the return of a Capital Contribution or distributions or allocations of income, gain, losses, deductions, or credits thereof. 3.6. Any Member may lend any funds to the Company, even if the failure to do so could result in a default by the Company of any of its obligations or in the bankruptcy of the Company, or to restore any deficit in such amounts Member's Capital Account, and on such terms as such Member and the Company may agreedeficit, subject to the Manager’s approval. A loan by any Member to the Company if any, shall not be considered a Capital Contribution debt owed to the Company or any other person or entity. No Member shall at any time be liable or held accountable to the Company, to the other Members, to the creditors of the Company or to any other third party for or on account of any negative Capital Account balance. 9.5. No Member shall receive any interest on such Member’s Capital Contribution. However, if any Member makes a loan or advance to the Company, the amount of such loan or advance shall not be deemed an increase in, or contribution to, the Capital Account of such Member, and interest shall accrue on such loan or advance at the rate agreed upon by such Member and the Company. 9.6. All property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company, and no Member, individually or as part of a group with other Members, shall have any interest in such property. Title to all such property may be held in the name of the Company or a designee, which designee may but need not be a Member or an affiliate thereof. No Member shall have the right to have the property of the Company partitioned, or to file a complaint or institute a proceeding at law or in equity to have the property of the Company partitioned, and each of the Members hereby irrevocably waives any such right.