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owns directly or indirectly more than 50% of the voting interests; or (iii) in which more than <br /> 50% of the voting interests are owned directly or indirectly by a Person who has a relationship <br /> with the Member described in clause (i) or (ii) above. <br /> "Agreement" means this Agreement, as amended from time to time. <br /> "Capital Account" means the account maintained by the Company for each Interest <br /> Holder in accordance with the following provisions: <br /> (i) an Interest Holder's Capital Account shall be credited with the Interest <br /> Holder's Capital Contributions, the amount of any Company liabilities assumed by the Interest <br /> Holder (or which are secured by Company property distributed to the Interest Holder), the <br /> Interest Holder's allocable share of Profit and any item in the nature of income or gain specially <br /> allocated to such Interest Holder pursuant to the provisions of Section IV (other than Section <br /> 4.3.3); and <br /> (ii) an Interest Holder's Capital Account shall be debited with the amount of <br /> money and the fair market value of any Company property distributed to the Interest Holder, the <br /> Interest Holder's allocable share of Loss, and any item in the nature of expenses or losses <br /> specially allocated to the Interest Holder pursuant to the provisions of Section IV (other than <br /> Section 4.3.3). <br /> If any Interest is transferred pursuant to the terms of this Agreement, the transferee shall <br /> succeed to the Capital Account of the transferor to the extent the Capital Account is attributable <br /> to the transferred Interest. If the book value of Company property is adjusted pursuant to Section <br /> 4.3.3, the Capital Account of each Interest Holder shall be adjusted to reflect the aggregate <br /> adjustment in the same manner as if the Company had recognized gain or loss equal to the <br /> amount of such aggregate adjustment. It is intended that the Capital Accounts of all Interest <br /> Holders shall be maintained in compliance with the provisions of Regulation Section 1.704-1(b), <br /> and all provisions of this Agreement relating to the maintenance of Capital Accounts shall be <br /> interpreted and applied in a manner consistent with that Regulation. <br /> "Capital Contribution" means the total amount of cash and the fair market value of any <br /> other assets contributed (or deemed contributed under Regulation Section 1.704-1(b)(2)(iv)(d)) <br /> to the Company by a Member, net of liabilities assumed or to which the assets are subject. <br /> "Capital Proceeds" means the gross receipts received by the Company from a Capital <br /> Transaction. <br /> "Capital Transaction" means any transaction not in the ordinary course of business <br /> which results in the Company's receipt of cash or other consideration other than Capital <br /> Contributions, including, without limitation, proceeds of sales or exchanges or other dispositions <br /> of property not in the ordinary course of business, financings, refinancings, condemnations, <br /> recoveries of damage awards, and insurance proceeds. <br /> . <br />