definiens: means, with respect to any Member, the Capital Accountmaintained for such Member in accordance with the following provisions : ( i ) To each Member 's Capital Account there shall be credited ( A ) such Member 's Capital Contributions, ( B ) such Member 's distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 3.3 or Section 3.4 hereof, and ( C ) the amount of any Joint Sales Company liabilities assumed by such Member or which are secured by any Property distributed to such Member . The principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Joint Sales Company by the maker of the note ( or a Member related to the maker of the note within the meaning of Regulations Section 1.704 - 1(b)(2)(ii)(c ) ) shall not be included in the Capital Account of any Member until the Joint Sales Company makes a taxable disposition of the note or until ( and to the extent ) principal payments are made on the note, all in accordance with Regulations Section 1.704 - 1(b)(2)(iv)(d)(2 ) ; ( ii ) To each Member 's Capital Account there shall be debited ( A ) the amount of money and the Gross Asset Value of any Property distributed to such Member pursuant to any provision of this Agreement, ( B ) such Member 's distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 3.3 or Section 3.4 hereof, and ( C ) the amount of any liabilities of such Member assumed by the Joint Sales Company or which are secured by any Property contributed by such Member to the Joint Sales Company ; * CONFIDENTIAL TREATMENT REQUESTED 6 < Page > ( iii ) In the event Units are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Units ; and ( iv ) In determining the amount of any liability for purposes of subparagraphs ( i ) and ( ii ) above there shall be taken into account Code Section 752(c ) and any other applicable provisions of the Code and Regulations