Common use of Establishment and Maintenance Clause in Contracts

Establishment and Maintenance. A separate Capital Account will be maintained for each Member throughout the term of the Company in accordance with the rules of Treasury Regulation Section 1.704-l(b)(2)(iv). Each Member’s Capital Account will be increased by (1) the amount of money contributed by such Member to the Company; (2) the Fair Market Value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take the property subject to under Code Section 752); (3) allocations to such Member of Net Profits; and (4) any items in the nature of income or gain that are specially allocated to such Member pursuant to Sections 8.2 and 8.3. Each Member’s Capital Account will be decreased by (1) the amount of money distributed to such Member by the Company; (2) the Fair Market Value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take the property subject to under Code Section 752); (3) allocations to such Member of expenditures described in Code Section 705(a)(2)(B); (4) any items in the nature of deduction or loss that are specially allocated to such Member pursuant to Sections 8.2 and 8.3; and (5) allocations to such Member of Net Losses. In the event of a permitted sale or exchange of Units of the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Units.

Establishment and Maintenance. A separate Capital Account will be maintained for each Member throughout the term of the Company in accordance with the rules of Treasury Regulation Section 1.704-l(b)(2)(iv1.704 -l(b)(2)(iv). Each Member’s Capital Account will be increased by (1) the amount of money contributed by such Member to the Company; (2) the Fair Market Value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take the property subject to under Code Section 752); (3) allocations to such Member of Net Profits; and (4) any items in the nature of income or gain that are specially allocated to such Member pursuant to Sections 8.2 and 8.3. Each Member’s Capital Account will be decreased by (1) the amount of money distributed to such Member by the Company; (2) the Fair Market Value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take the property subject to under Code Section 752); (3) allocations to such Member of expenditures described in Code Section 705(a)(2)(B); (4) any items in the nature of deduction or loss that are specially allocated to such Member pursuant to Sections 8.2 and 8.3; and (5) allocations to such Member of Net Losses. In the event of a permitted sale or exchange of Units of the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Units.

Establishment and Maintenance. A separate Capital Account will be maintained for each Member throughout the term of the Company in accordance with the rules of Treasury Regulation Section 1.704-l(b)(2)(iv)set forth herein. Each Member’s 's Capital Account will be increased by (1) the amount of money contributed by such Member to the Company; (2) the Fair Market Value fair market value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take the property subject to under Code Section 752); (3) allocations to such Member of Net Profits; and (4) any items in the nature of income or and gain that are specially allocated to such the Member pursuant to Sections 8.2 9.2 and 8.39.3; and (5) allocations to such Member of income and gain exempt from federal income tax. Each Member’s 's Capital Account will be decreased by (1) the amount of money distributed to such Member by the Company; (2) the Fair Market Value fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take the property subject to under Code Section 752); (3) allocations to such Member of expenditures described in Code Section 705(a)(2)(B); (4) any items in the nature of deduction or and loss that are specially allocated to such the Member pursuant to Sections 8.2 9.2 and 8.39.3; and (5) allocations to such Member of Net Losses. In the event of a permitted sale or exchange of Units of the Companya Membership Interest, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred UnitsMembership Interest.