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other successors of an indemnitee; and(iv)not be deemed to create any rights for the benefit of any other <br /> Person. <br /> ARTICLE V- CONTRIBUTIONS TO CAPITAL AND <br /> CAPITAL ACCOUNTS;LOANS <br /> 5.1 Capital Contributions. Except as otherwise provided herein,no Interest Owner shall be <br /> required to contribute any additional funds or other property to the capital of the Company, or loan any <br /> funds to the Company. <br /> 5.2 Interest Owner Loans. Upon approval of the terms thereof by the Managers, an Interest <br /> Owner may make a loan to the Company upon commercially reasonable terms. Loans by an Interest <br /> Owner to the Company(herein"Interest Owner Loans") shall not be considered Capital Contributions. <br /> 5.3 Capital Accounts. The Company shall maintain a separate Capital Account for each <br /> Interest Owner pursuant to the principles of Treasury Regulation Section 1.704-1(b)(2)(iv) and those set <br /> forth on attached Addendum B. The respective Capital Account balances of the Interest Owners as of the <br /> date of this Agreement are set forth on Schedule 5.3 attached hereto. <br /> 5.4 Withdrawal or Reduction of Interest Owners' Contributions to Capital. <br /> (a) No Interest Owner shall have the right to withdraw all or any part of his or her Capital <br /> Contribution or to receive any return on any portion of his or her Capital Contribution, except as may be <br /> otherwise specifically provided in this Agreement. <br /> (b) Except as may be otherwise specifically provided in this Agreement, no Interest Owner <br /> shall have priority over any other Interest Owner, either as to the return of Capital Contributions or as to <br /> Net Income, Net Losses or distributions; provided that this subsection shall not apply to loans (as <br /> distinguished from Capital Contributions)which an Interest Owner has made to the Company. <br /> 5.5 Effect of Sale or Exchange. In the event of a permitted sale or other transfer of an <br /> Ownership Interest in the Company, the Capital Account of the transferor shall become the Capital <br /> Account of the transferee in proportion to the percentage of the transferor's interest transferred. <br /> 5.6 Liability of Interest Owner. No Interest Owner shall be liable for the debts, liabilities <br /> or obligations of the Company beyond his or her respective Capital Contributions made by such Interest <br /> Owner, except to the extent of any (i) written agreement/promise made by such Interest Owner to <br /> contribute additional funds or property to the Company, or (ii) any written guarantees of Company <br /> liabilities executed by such Interest Owner. <br /> ARTICLE VI-ALLOCATIONS AND ELECTIONS <br /> 6.1 Allocations. Subject to the application, if any, of the special tax allocation provisions set <br /> forth in attached Addendum C, for purposes of maintaining Capital Accounts and in determining the <br /> rights of the Interest Owners among themselves, Net Income or Net Loss, if any, for a Fiscal Year or <br /> other period,shall be allocated to the Interest Owners as follows: <br /> (a) Net Loss of the Company for each Fiscal Year in which the Company has a Net Loss <br /> shall be allocated among, and charged to the Capital Accounts of, the Interest Owners pro-rata, in <br /> proportion to their respective Percentage Interests; provided that no allocation of Net Loss shall be made <br /> to any Interest Owner to the extent it would create or increase a deficit in such Interest Owner's Capital <br /> Account at a time when any other Interest Owner shall have a positive Capital Account balance. <br /> 6 <br />