Common use of CAPITAL CONTRIBUTIONS BY THE MEMBERS Clause in Contracts

CAPITAL CONTRIBUTIONS BY THE MEMBERS. (a) Upon execution hereof, or at such other times as determined by the Managing Member, each Member shall contribute in cash to the capital of the Company an amount in the aggregate equal to that set forth opposite his/her/its name on Schedule A attached hereto. (b) A Member's interest in the Company shall be represented by the percentage interest held by such Member. Each Member's respective initial interest in the Company is set forth opposite his/her name on Exhibit B attached hereto. 6.2 No Member shall have the right to withdraw any part of his Capital Contribution or receive any distribution, except in accordance with the provisions of this Operating Agreement. No interest shall be paid on any Capital Contribution. 6.3 No Member shall have any priority over any other Member with respect to the return of Capital Contributions. 6.4 The Company shall maintain a capital account (a "Capital Account") for each Member within the provisions of Treasury Regulation Section 1.704-1 (b) (2) (iv) as such regulation may be amended from time to time. Without limiting the foregoing, the Member's Capital Accounts shall be adjusted as follows: (a) Subject to the last sentence of Section 6.4 (c), the Capital Account of each Member shall be credited with (i) an amount equal to such Member's initial cash contribution and any additional cash contributions to the Company and the fair market value of property or securities contributed to the Company (net of liabilities secured by such property) if a contribution of property or securities shall be permitted by the Company and (ii) such Member's share of the Company's Net Profits and Gain from Capital Transactions (including income and gain exempt from tax). (b) Subject to the last sentence of Section 6.4 (c), the Capital Account of each Member shall be debited by (i) the amount of cash distributions to such Member and the fair market value of property and/or securities distributed to the Member (net of liabilities secured by such property and/or securities) and (ii) such Member's share of the Company's Net Loss and Net Loss from Capital Transactions (including expenditures which are not permitted to be capitalized or deducted for tax purposes). (c) Upon the transfer of an interest in the Company, the Capital Account of the transfer Member (as adjusted, if at all, as required by this Section 6.4) that is attributable to the transferred interest will be carried over to the transferee Member. The Capital Account will not be adjusted to reflect any adjustment under Section 743 of the Code except as specifically provided in Treasury Regulation Section 1.704-1 (b) (2) (iv) (m). Upon (i) the "liquidation of the Company" (as hereinafter defined), (ii) the "liquidation of a Member's interest in the Company" (as hereinafter defined), (iii) the distribution of money, property or securities to a Member as consideration for an interest in the Company, or (iv) the contribution of money or (if permitted pursuant to (a) above) property and/or securities to the Company by a new or existing Member as consideration for an interest in the Company, or upon any transfer causing a termination of the Company for tax purposes within the meaning of Section 708(b) (1) (B) of the Code, then adjustments shall be made to the Members' Capital Accounts in the following manner: all property and securities of the Company which are not sold in connection with such event shall be valued at their then fair market value; such fair market value shall be used to determine both the amount of gain or loss which would have been recognized by the Company if the property and securities had been sold for its fair market value (subject to any debt secured by the property and securities) at such time, and the amount of Income, which would have been distributable by the Company pursuant to Article 9 if the property and securities had been sold at such time for said fair market value, less the amount of any debt secured by the property; the Capital Accounts of the Members shall be adjusted to reflect the deemed allocation of such hypothetical gain or loss in accordance with Article 10; and the Capital Accounts of the Members (or of a transferee of a Member) shall thereafter be adjusted to reflect "book items" and not "tax items" in accordance with Treasury Regulation Sections 1.704-1 (b) (2) (iv) (g) and 1.704-1 (b) (4) (i).

CAPITAL CONTRIBUTIONS BY THE MEMBERS. (a) Upon execution hereof, or at such other times as determined by the Managing Member, each 6.1 Each Member shall contribute in cash to the capital of the Company an amount in the aggregate equal to that amounts set forth opposite his/her/its name on Schedule A attached hereto. (b) A Member's interest in the Company shall be represented by the percentage interest held by such Member. Each Member's respective initial interest in the Company is set forth opposite his/her name on Exhibit B attached hereto.A. 6.2 No Member shall have the right to withdraw any part of his Capital Contribution or receive any distribution, except in accordance with the provisions of this Operating Agreement. No interest shall be paid on any Capital ContributionContribution other than the Preferred Return. 6.3 No Member shall have any priority over any other Member with respect to the return of Capital Contributions. 6.4 The Company shall maintain a capital account (a "Capital Account") for each Member within the provisions of Treasury Regulation Section 1.704-1 (b1(b) (2) (iv) as such regulation may be amended from time to time. Without limiting . 6.5 To the extent not inconsistent with the foregoing, the Member's Capital Accounts following shall be adjusted as followsapply: (a) Subject to the last sentence of Section 6.4 (c), the The Capital Account of each Member shall be credited with (i1) an amount equal to such Member's initial cash contribution and any additional cash contributions to the Company and the fair market value of property or securities contributed to the Company by such Member (net of liabilities secured by securing such property) if a contribution of contributed property or securities shall be permitted by that the Company is considered to assume or take subject to under Section 752 of the Code) and (ii2) such Member's share of the Company's Net Profits Proceeds (or items thereof) and Gain from a Capital Transactions (including income and gain exempt from tax). (b) Subject to the last sentence of Section 6.4 (c), the Transaction. The Capital Account of each Member shall be debited by (i1) the amount of cash distributions to such Member and the fair market value of property and/or securities distributed to the such Member (net of liabilities secured assumed by such Member and liabilities to which such distributed property and/or securitiesis subject) and (ii2) such Member's share of the Company's Net Loss Losses (or items thereof) and Net Loss from a Capital Transactions (including expenditures which are not permitted to be capitalized or deducted for tax purposes)Transaction. (cb) Upon the transfer of an interest Interest in the CompanyCompany after the date of this Agreement, (x) if such transfer does not cause a termination of the Company within the meaning of Section 708 (b) (1) (B) of the Code, the Capital Account of the transfer transferor Member (as adjusted, if at all, as required by this Section 6.4) that is attributable to the transferred interest Interest will be carried over to the transferee Member. The Member but, if the Company has a Section 754 election in effect, the Capital Account will not be adjusted to reflect any adjustment under Section 743 of the Code, or (y) if such transfer causes a termination of the Company within the meaning of Section 708 (b) (1) (B) of the Code, the income tax consequences of the deemed distribution of the property and of the deemed immediate contribution of the property to a new Company (which for all other purposes continues to be the Company) shall be governed by the relevant provisions of Subchapter K of Chapter 1 of the Code except as specifically provided and the regulations promulgated thereunder, and the initial Capital Accounts of the Members in the new Company shall be determined in accordance with Treasury Regulation Section Sections 1.704-1 (b1(b) (2) (iv) (md, (e). , (f), (g), and (i) and thereafter in accordance with Section 6.5 (a). (c) Upon (i) the "liquidation of the Company" (as hereinafter defined), (ii) the "liquidation of a Member's interest Interest in the Company" (as hereinafter defined), (iii) the distribution of money, money or property or securities to a Member as consideration for an interest Interest in the CompanyCompany , or (iv) the contribution of money or (if permitted pursuant to (a) above) property and/or securities to the Company by a new or existing Member as consideration for an interest Interest in the Company, or upon any transfer causing a termination of the Company for tax purposes within the meaning of Section 708(b708 (b) (1) (B) of the Code, then adjustments shall be made to the Members' Capital Accounts in the following manner: all All property and securities of the Company which are is not sold in connection with such event shall be valued at their its then fair market "agreed value; such fair market value ". Such "agreed value" shall be used to determine both the amount of gain or loss which would have been recognized by the Company if the property and securities had been sold for its fair market agreed value (subject to any debt secured by the property and securitiesproperty) at such time, and the amount of IncomeNet Proceeds, as the case may be, which would have been distributable by the Company pursuant to Article 9 Section 9.2 if the property and securities had been sold at such time for said fair market value, less the amount of any debt secured by the property; the . The Capital Accounts of the Members shall be adjusted to reflect the deemed allocation of such hypothetical gain or loss in accordance with Article 10; and the Section 9. 1. The Capital Accounts of the Members (or of a transferee of a Member) shall thereafter be adjusted to reflect "book items" and not "tax items" items in accordance with Treasury Regulation Sections 1.704-1 (bSection 1.704 1(b) (2) (iv) (g) and 1.704-1 (b1(b) (4) (i). (d) For purposes of this Section 6.5, (i) the term "liquidation of the Company" shall mean (A) a termination of the Company effected in accordance with this Agreement, which shall be deemed to occur, for purposes of this Article 6, on the date upon which the Company ceases to be a going concern and is continued in existence solely to wind-up its affairs, or (B) a termination of the Company pursuant to Section 708 (b) (1) of the Code; and (ii) the term "liquidation of a Member's Interest in the Company" shall mean the termination of the Member's entire Interest in the Company effected by a distribution, or a series of distributions, by the Company to the Member.

CAPITAL CONTRIBUTIONS BY THE MEMBERS. (a) Upon execution hereof, or at such other times as determined by the Managing MemberManager, each Member shall contribute in cash to the capital of the Company an amount in the aggregate equal to that set forth opposite his/her/its name on Schedule A attached hereto. (b) A Member's interest in the Company shall be represented by the percentage interest held by such Member. Each Member's respective initial interest in the Company is set forth opposite hisher/her its name on Exhibit B attached hereto. 6.2 No Member shall have the right to withdraw any part of his her/its Capital Contribution or receive any distribution, except in accordance with the provisions of this Operating Agreement. No interest shall be paid on any Capital Contribution. 6.3 No Member shall have any priority over any other Member with respect to the return of Capital Contributions. 6.4 The Company shall maintain a capital account (a "Capital Account") for each Member within the provisions of Treasury Regulation Section 1.704-1 (b) (2) (iv) as such regulation may be amended from time to time. Without limiting the foregoing, the Member's Capital Accounts shall be adjusted as follows: (a) Subject to the last sentence of Section 6.4 (c), the Capital Account of each Member shall be credited with (iI) an amount equal to such Member's initial cash contribution and any additional cash contributions to the Company and the fair market value of property or securities contributed to the Company (net of liabilities secured by such property) if a contribution of property or securities shall be permitted by the Company and (ii) such Member's share of the Company's Net Profits and Gain from Capital Transactions (including income and gain exempt from tax). (b) Subject to the last sentence of Section 6.4 (c), the Capital Account of each Member shall be debited by (iI) the amount of cash distributions to such Member and the fair market value of property and/or securities distributed to the Member (net of liabilities secured by such property and/or securities) and (ii) such Member's share of the Company's Net Loss and Net Loss from Capital Transactions (including expenditures which are not permitted to be capitalized or deducted for tax purposes). (c) Upon the transfer of an interest in the Company, the Capital Account of the transfer Member (as adjusted, if at all, as required by this Section 6.4) that is attributable to the transferred interest will be carried over to the transferee Member. The Capital Account will not be adjusted to reflect any adjustment under Section 743 of the Code except as specifically provided in Treasury Regulation Section 1.704-1 (b) (2) (iv) (m). Upon (i) the "liquidation of the Company" (as hereinafter defined), (ii) the "liquidation of a Member's interest in the Company" (as hereinafter defined), (iii) the distribution of money, property or securities to a Member as consideration for an interest in the Company, or (iv) the contribution of money or (if permitted pursuant to (a) above) property and/or securities to the Company by a new or existing Member as consideration for an interest in the Company, or upon any transfer causing a termination of the Company for tax purposes within the meaning of Section 708(b) (1) (B) of the Code, then adjustments shall be made to the Members' Capital Accounts in the following manner: all property and securities of the Company which are not sold in connection with such event shall be valued at their then fair market value; such fair market value shall be used to determine both the amount of gain or loss which would have been recognized by the Company if the property and securities had been sold for its fair market value (subject to any debt secured by the property and securities) at such time, and the amount of Income, which would have been distributable by the Company pursuant to Article 9 if the property and securities had been sold at such time for said fair market value, less the amount of any debt secured by the property; the Capital Accounts of the Members shall be adjusted to reflect the deemed allocation of such hypothetical gain or loss in accordance with Article 10; and the Capital Accounts of the Members (or of a transferee of a Member) shall thereafter be adjusted to reflect "book items" and not "tax items" in accordance with Treasury Regulation Sections 1.704-1 (b) (2) (iv) (g) and 1.704-1 (b) (4) (i).to