Common use of Determination of Capital Account Clause in Contracts

Determination of Capital Account. For purposes of this Section 7.1(d), the Class A Limited Members’ Capital Accounts shall be determined as of the applicable Reset Valuation Date by (x) determining the Xxxx-to-Market Value of the Company’s Permitted Assets pursuant to Section 13.11 as of the last day of the Fiscal Quarter preceding the Fiscal Quarter in which the Reset Valuation Date occurs and adjusting the Gross Asset Values of all the Company’s Property pursuant to subparagraph (ii) of the definition of “Gross Asset Value” in Section 1.10 as of the Reset Valuation Date (assuming, for purposes of this Section 7.1(d)(ii), that, except as otherwise provided in this Section 7.1(d)(ii), such Xxxx-to-Market Value remained unchanged since the last day of such preceding Fiscal Quarter as of the applicable Reset Valuation Date and that the Xxxx-to-Market Value of any Inventory or any asset acquired during the Fiscal Quarter in which the Reset Valuation Date occurs is equal to the Gross Asset Value of such asset on the Reset Valuation Date), and (y) allocating the Estimated Profits and Losses, and other items of Company income, gain, loss, or deduction for the relevant Reset Valuation Allocation Year pursuant to Section 3; provided that any amount included in the Capital Account of a Class A Limited Member as a result of an allocation pursuant to Sections 3.1(h), 3.1(i), or 3.3(j) for which such Class A Limited Member is entitled to receive a distribution pursuant to Section 4.1(b)(i) shall be deemed to have been distributed to such Class A Limited Member for purposes this Section 7.1(d)(ii). Notwithstanding the provisions of the parenthetical in clause (x) of the immediately preceding sentence, the Xxxx-to-Market Value of the Company’s Permitted Assets shall take into account any financial activity during the Fiscal Quarter in which the Reset Valuation Date occurs to the extent necessary to account for (i) any asset dispositions during such Fiscal Quarter and (ii) with respect to any Subsidiary of the Company that is a “subchapter C” corporation under the Code, any earnings and profits of such Subsidiary during such Fiscal Quarter. In the event that a Class A Mandatory Remarketing is held, as provided in Section 7.1(a), on the three (3) month anniversary of any Class A Reset Date with respect to which a Failed Class A Mandatory Remarketing occurred or subsequent to a Failed Mandatory Remarketing that occurred as a result of any failure of (i) the Class A Remarketing Agent to completely perform its obligations under the Class A Remarketing Agreement or (ii) a Secondary Purchaser to settle the purchase and sale of the Class A Limited Membership Interests on or before the relevant Class A Reset Date, the Capital Accounts of the Members shall be deemed to equal the amount determined pursuant to this Section 7.1(d)(ii) in connection with such Failed Class A Mandatory Remarketing.

Determination of Capital Account. For purposes of this Section 7.1(d7.2(b), the Class A B Limited Members’ Capital Accounts with respect to the Series of Class B Limited Membership Interests being remarketed shall be determined as of the applicable Reset Valuation Date by (x) determining the Xxxx-to-Market Value of the Company’s Permitted Assets pursuant to Section 13.11 as of the last day of the Fiscal Quarter preceding the Fiscal Quarter in which the Reset Valuation Date occurs and adjusting the Gross Asset Values of all the Company’s Property pursuant to subparagraph (ii) of the definition of “Gross Asset Value” in Section 1.10 as of the Reset Valuation Date (assuming, for purposes of this Section 7.1(d)(ii7.2(b)(iii), that, except as otherwise provided in this Section 7.1(d)(ii), that such Xxxx-to-Market Value remained unchanged since the last day of such preceding Fiscal Quarter as of the applicable Reset Valuation Date and that the Xxxx-to-Market Value of any Inventory or any asset acquired during the Fiscal Quarter in which the Reset Valuation Date occurs is equal to the Gross Asset Value of such asset on the Reset Valuation Date), and (y) allocating the Estimated Profits and Profits, Losses, and other items of Company income, gain, loss, or deduction for the relevant period beginning on the first day of the Allocation Year during which the applicable Reset Valuation Allocation Year Date occurs and ending on the Reset Valuation Date pursuant to Section 3; provided that that, if the Reset Valuation Date is the last day of an Allocation Year, any amount included in the Capital Account of a Class A B Limited Member as a result of an allocation pursuant to Sections 3.1(c), 3.1(h), 3.1(i), or 3.3(j3.3.(j) for which such Class A B Limited Member is entitled to receive a distribution pursuant to Section 4.1(b)(iSections 4.1(a)(ii) or 4.1(b)(ii) shall be deemed to have been distributed to such Class A B Limited Member for purposes this Section 7.1(d)(ii). Notwithstanding the provisions as of the parenthetical in clause (x) of the immediately preceding sentence, the Xxxx-to-Market Value of the Company’s Permitted Assets shall take into account any financial activity during the Fiscal Quarter in which the Reset Valuation Date occurs to the extent necessary to account for (i) any asset dispositions during such Fiscal Quarter and (ii) with respect to any Subsidiary of the Company that is a “subchapter C” corporation under the Code, any earnings and profits of such Subsidiary during such Fiscal QuarterDate. In the event that a Class A Mandatory Remarketing is heldB Limited Member holds a Series of Class B Limited Membership Interests other than the Series being remarketed, as provided the calculations described in this Section 7.1(a), on 7.2(b)(iii) shall be performed in a manner that determines the three (3) month anniversary of any Class A Reset Date Capital Account solely with respect to which a Failed Class A Mandatory Remarketing occurred or subsequent to a Failed Mandatory Remarketing that occurred as a result of any failure of (i) the Class A Remarketing Agent to completely perform its obligations under the Class A Remarketing Agreement or (ii) a Secondary Purchaser to settle the purchase and sale of the Class A Limited Membership Interests on or before the relevant Class A Reset Date, the Capital Accounts of the Members shall be deemed to equal the amount determined pursuant to this Section 7.1(d)(ii) in connection with such Failed Class A Mandatory RemarketingSeries being remarketed.

Determination of Capital Account. For purposes of this Section 7.1(d7.2(b), the Class A B Limited Members’ Capital Accounts with respect to the Series of Class B Limited Membership Interests being remarketed shall be determined as of the applicable Reset Valuation Date by (x) determining the Xxxx-to-Market Value of the Company’s Permitted Assets pursuant to Section 13.11 as of the last day of the Fiscal Quarter preceding the Fiscal Quarter in which the Reset Valuation Date occurs and adjusting the Gross Asset Values of all the Company’s Property pursuant to subparagraph (ii) of the definition of “Gross Asset Value” in Section 1.10 as of the Reset Valuation Date (assuming, for purposes of this Section 7.1(d)(ii7.2(b)(iii), that, except as otherwise provided in this Section 7.1(d)(ii7.2(b)(iii), such Xxxx-to-Market Value remained unchanged since the last day of such preceding Fiscal Quarter as of the applicable Reset Valuation Date and that the Xxxx-to-Market Value of any Inventory or any asset acquired during the Fiscal Quarter in which the Reset Valuation Date occurs is equal to the Gross Asset Value of such asset on the Reset Valuation Date), and (y) allocating the Estimated Profits and Losses, and other items of Company income, gain, loss, or deduction for the relevant Reset Valuation Allocation Year pursuant to Section 3; provided that any amount included in the Capital Account of a Class A B Limited Member as a result of an allocation pursuant to Sections 3.1(h), 3.1(i), or 3.3(j3.3.(j) for which such Class A B Limited Member is entitled to receive a distribution pursuant to Section 4.1(b)(i4.1(b)(ii) shall be deemed to have been distributed to such Class A B Limited Member for purposes this Section 7.1(d)(ii7.1(b)(iii). Notwithstanding the provisions of the parenthetical in clause (x) of the immediately preceding sentence, the Xxxx-to-Market Value of the Company’s Permitted Assets shall take into account any financial activity during the Fiscal Quarter in which the Reset Valuation Date occurs to the extent necessary to account for (i) any asset dispositions during such Fiscal Quarter and (ii) with respect to any Subsidiary of the Company that is a “subchapter C” corporation under the Code, any earnings and profits of such Subsidiary during such Fiscal Quarter. In the event that a Class A Mandatory Remarketing is heldB Limited Member holds a Series of Class B Limited Membership Interests other than the Series being remarketed, as provided the calculations described in this Section 7.1(a), on 7.2(b)(iii) shall be performed in a manner that determines the three (3) month anniversary of any Class A Reset Date Capital Account solely with respect to which a Failed Class A Mandatory Remarketing occurred or subsequent to a Failed Mandatory Remarketing that occurred as a result of any failure of (i) the Class A Remarketing Agent to completely perform its obligations under the Class A Remarketing Agreement or (ii) a Secondary Purchaser to settle the purchase and sale of the Class A Limited Membership Interests on or before the relevant Class A Reset Date, the Capital Accounts of the Members shall be deemed to equal the amount determined pursuant to this Section 7.1(d)(ii) in connection with such Failed Class A Mandatory RemarketingSeries being remarketed.

Determination of Capital Account. For purposes of this Section 7.1(d7.1(e), the Class A Limited Members’ Capital Accounts shall be determined as of (i) with respect to any Class A Mandatory Remarketing occurring prior to the second Scheduled Reset Date, the Initial Class A Valuation Date, and (ii) in all other instances, the applicable Reset Valuation Date by (x) determining the Xxxx-to-Market Value of the Company’s Permitted Assets pursuant to Section 13.11 as of the last day of the Fiscal Quarter preceding the Fiscal Quarter in which the Initial Class A Valuation Date or the Reset Valuation Date occurs and adjusting the Gross Asset Values of all the Company’s Property pursuant to subparagraph (ii) of the definition of “Gross Asset Value” in Section 1.10 as of the Initial Class A Valuation Date or the Reset Valuation Date (assuming, for purposes of this Section 7.1(d)(ii7.1(e)(iii), that, except as otherwise provided in this Section 7.1(d)(ii), that such Xxxx-to-Market Value remained unchanged since the last day of such preceding Fiscal Quarter as of the applicable Reset Initial Class A Valuation Date and that or the Xxxx-to-Market Value of any Inventory or any asset acquired during the Fiscal Quarter in which the Reset Valuation Date occurs is equal to the Gross Asset Value of such asset on the applicable Reset Valuation Date), and (y) allocating the Estimated Profits and Profits, Losses, and other items of Company income, gain, loss, or deduction for the relevant Reset Valuation Allocation Year pursuant to Section 3; provided that any amount included in 3 for the Capital Account period beginning on the first day of a the Allocation Year during which the Initial Class A Limited Member as a result of an allocation pursuant to Sections 3.1(h), 3.1(i), Valuation Date or 3.3(j) for which such Class A Limited Member is entitled to receive a distribution pursuant to Section 4.1(b)(i) shall be deemed to have been distributed to such Class A Limited Member for purposes this Section 7.1(d)(ii). Notwithstanding the provisions of the parenthetical in clause (x) of the immediately preceding sentence, the Xxxx-to-Market Value of the Company’s Permitted Assets shall take into account any financial activity during the Fiscal Quarter in which the applicable Reset Valuation Date occurs to and ending on the extent necessary to account applicable Initial Class A Valuation Date or applicable Reset Valuation Date; provided that, solely for (i) any asset dispositions during such Fiscal Quarter and (ii) with respect to any Subsidiary purposes of determining the Class A Limited Member’s Capital Account as of the Company that is a “subchapter C” corporation under Initial Class A Valuation Date, Section 3 shall be applied by deeming the Code, any earnings and profits initial Measurement Period to have ended on the last Sunday of such Subsidiary during such Fiscal QuarterMay 2007. In the event that a Class A Mandatory Remarketing is held, as provided in Section 7.1(a), on the three (3) month anniversary of any the initial Class A Reset Date with respect to which a Failed Class A Mandatory Remarketing occurred or subsequent to a Failed Mandatory Remarketing that occurred as a result of any failure of (i) the Class A Remarketing Agent to completely perform its obligations under the Class A Remarketing Agreement or (ii) a Secondary Purchaser to settle the purchase and sale of the Class A Limited Membership Interests on or before the relevant Class A Reset Date, the Capital Accounts of the Members shall be deemed to equal the amount determined pursuant to this Section 7.1(d)(ii7.1(c) in connection with such Failed Class A Mandatory Remarketing.