EFTA01357708.pdf

(a) The fair market value of such member's initial capital contribution and any additional capital contributions by such member. If any property, other than cash, is contributed to or distributed by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-1(bX2XivXd), (e), (f) and (g) and Section 1.704-1(b)(4)(1) shall be made. (b) The member's share of the increase in the tax basis of Company property, if any, arising out of the recapture of any tax credit. (c) Allocations to such member of profit. (d) Company income or gain (including income and gain exempt from income taxation) as provided under this Agreement, or otherwise by Regulation Section 1.704-1(b)(2)(iv). (e) The amount of Company liabilities that are assumed by such member. 2. Decreases in Capital Account. The Capital Account of each member shall be decreased by: (a) The amount of money distributed to such member by the Company pursuant to any provision of this Agreement. (b) 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 subject to under Code Section 752). (c) Allocations to such members of Losses. (d) Allocations to such member of deductions, expenses, Nonrecourse Deductions and net losses allocated to such member pursuant to this Agreement, and such member's share of Company expenditures which are neither deductible nor properly chargeable to Capital Accounts under Code Section 705(a)(2)(B) or are treated as such expenditures under Treasury Regulation Section 1.704-1(bX2)(ivXi). "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulation Section 1.704-2. (e) The amount of any liabilities of such member that are assumed by the Company. SECTION IV ALLOCATIONS AND DISTRIBUTIONS 3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0044404 CONFIDENTIAL SDNY_GM_00190588 EFTA01357708