Common use of Member's Capital Accounts Clause in Contracts

Member's Capital Accounts. (a) There shall be maintained a Capital Account for each Member in accordance with this Section 5.3 and the principles set forth in Exhibit B. The amount of cash and the Agreed Value of property contributed to the Company by each Member, net of liabilities assumed by the Company or securing property contributed by such Member, shall be credited to its Capital Account, and from time to time, but not less often than annually, the share of each Member in profits, losses and Carrying Value of distributions (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to) shall be credited or debited to its Capital Account. The determination of Members’ Capital Accounts, and any adjustments thereto, shall be made consistent with tax accounting and other principles set forth in Section 704(b) of the Code and applicable Treasury Regulations thereunder and Exhibit B. (b) Except as otherwise specifically provided in this Agreement, as required by the Act or other law, or in a deficit restoration obligation agreement or in a guarantee of a Company liability signed by a Member, no Member shall be required to make any further contribution to the capital of the Company to restore a loss, to discharge any liability of the Company or for any other purpose, nor shall any Member personally be liable for any liabilities of the Company or of the Manager. All Members waive their right of contribution which they may have against other Members in respect of any payments made by them under any guarantee of Company debt. (c) Immediately following the transfer of any Membership Interest, the Capital Account of the transferee Member attributable to the transferred interest shall be equal to the Capital Account of the transferor Member attributable to the transferred interest. (d) For purposes of computing the amount of any item of income, gain, deduction or loss 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, taking into account any adjustments required pursuant to Section 704(b) of the Code and the applicable Treasury Regulations thereunder as more fully described in Exhibit B. (e) The provisions of the Agreement 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. If the Manager 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 which are secured by contributed or distributed property or which are assumed by the Company or the Members) are computed in order to comply with such Treasury Regulations, the Manager may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person upon the dissolution of the Company. The Manager also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Sections 1.704-1(b) or 1.704-2.

Member's Capital Accounts. (a) There shall be maintained a Capital Account for each Member in accordance with this Section 5.3 and the principles set forth in Exhibit B. The amount of cash and the Agreed Value of property contributed to the Company by each Member, net of liabilities assumed by the Company or securing property contributed by such Member, shall be credited to its Capital Account, and from time to time, but not less often than annually, the share of each Member in profits, losses and Carrying Value of distributions (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to) shall be credited or debited charged to its Capital Account. The determination of Members’ Capital Accounts, and any adjustments thereto, shall be made consistent with tax accounting and other principles set forth in Section 704(b) of the Code and applicable Treasury Regulations thereunder and Exhibit B. (b) Except as otherwise specifically provided in this Agreement, as required by the Act or other law, or in a deficit restoration obligation agreement or in a guarantee of a Company liability signed by a Member, no Member shall be required to make any further contribution to the capital of the Company to restore a loss, to discharge any liability of the Company or for any other purpose, nor shall any Member personally be liable for any liabilities of the Company or of the Manager. All Members waive their right of contribution which they may have against other Members in respect of any payments made by them under any guarantee of Company debt. (c) Immediately following the transfer of any Membership Interest, the Capital Account of the transferee Member attributable to the transferred interest shall be equal to the Capital Account of the transferor Member attributable to the transferred interest. (d) For purposes of computing the amount of any item of income, gain, deduction or loss 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, taking into account any adjustments required pursuant to Section 704(b) of the Code and the applicable Treasury Regulations thereunder as more fully described in Exhibit B. (e) The provisions of the Agreement 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. If the Manager 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 which are secured by contributed or distributed property or which are assumed by the Company or the Members) are computed in order to comply with such Treasury Regulations, the Manager may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Person upon the dissolution of the Company. The Manager also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Sections 1.704-1(b) or 1.704-2.such

Member's Capital Accounts. (a) There shall be maintained a Capital Account for each Member in accordance with this Section 5.3 and the principles set forth in Exhibit B. Article 4. The amount of cash and the Agreed Value each Member’s contribution of cash, property contributed and/or services to the Company by each Member, net capital of liabilities assumed by the Company or securing property contributed by such Member, shall be credited to its such Member’s Capital Account. At least once quarterly, and from time to time, but not less often than annually, the each Member’s share of each Member in profits, losses and Carrying Value of distributions (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to) shall be credited or debited charged, as the case may be, to its such Member’s Capital Account. The determination of Members’ a Member’s Capital AccountsAccount, and any adjustments thereto, shall be made in a manner consistent with tax accounting and other principles set forth in Section 704(b) 704 of the Code and applicable Treasury Regulations thereunder and Exhibit B.thereunder. If the Manager requests a member to make an additional Capital Contribution, each Member’s Capital Account shall be increased by the amount of such additional Capital Contribution. (b) Except If, at any time, the Company shall suffer a loss as otherwise specifically provided in this Agreement, as required by a result of which the Act or other law, or in a deficit restoration obligation agreement or in a guarantee Capital Account of a Company liability signed by a Member, no any Member shall be required to make any further contribution to the capital a negative amount, such loss shall be carried as a charge against that Member’s Capital Account, and that Member’s share of subsequent profits of the Company shall be applied to restore a loss, to discharge any liability of the Company or for any other purpose, nor shall any Member personally be liable for any liabilities of the Company or of the Manager. All Members waive their right of contribution which they may have against other Members in respect of any payments made by them under any guarantee of Company debterase such Capital Account deficit. (c) Immediately following the transfer of any Membership Interestinterest in the Company, the Capital Account of the transferee transferee-Member attributable to the transferred interest shall be equal to the Capital Account of the transferor transferor-Member attributable to the transferred interest. (d) For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Members’ Member’s Capital AccountsAccount, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes, taking into account any adjustments required pursuant to Section 704(b) 704 of the Code and the applicable Treasury Regulations thereunder as more fully described in Exhibit B.thereunder. (e) The provisions All expenses of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and Company shall be interpreted and applied allocated to each Member in a manner consistent accordance with such Treasury Regulationsmember’s limited liability company percentage ownership interest. If At the Manager request of the Board of Managers, each Member shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto pay its share of Company expenses within five (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed 5) calendar days of a request by the Company or Board of Managers. (f) The Managing Director shall keep, at the Members) are computed in order to comply with such Treasury RegulationsCompany’s principal place of business, a schedule setting forth the Manager may make such modification, provided that it is not likely to have a material effect on current allocation of the amounts distributable to any Person upon the dissolution of profit and loss for the Company. The Manager also shall (i) make Within one business day of any adjustments that are necessary or appropriate change to maintain equality between such allocation, the Capital Accounts of Managing Director will provide each Member with a revised schedule setting forth the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Sections 1.704-1(b) or 1.704-2revised allocation.