Common use of Increases and Decreases Clause in Contracts

Increases and Decreases. Each Member’s Capital Account shall be (i) increased by (A) the amount of cash or cash equivalent Capital Contributions made by such Member, (B) the Net Agreed Value of non-cash assets contributed as Capital Contributions by such Member, and (C) allocations to such Member of Company income and gain (or items thereof), including, without limitation, income and gain exempt from tax and income and gain described in Regulations Section 1.704-1(b)(2)(iv)(g); and (ii) shall be decreased by (A) the amount of cash or cash equivalents distributed (or deemed distributed) to such Member by the Company, (B) the Net Agreed Value of any non-cash assets or other property distributed to such Member by the Company, and (C) allocations to such Member of Company losses and deductions (or items thereof), including losses and deductions described in Regulations Section 1.704-1(b)(2)(iv)(g). Notwithstanding anything to the contrary in this Section 3.4, the WFSG Sub Note shall not be treated as an asset of the Company (or any subsidiary of the Company) or Contributed Property for income tax or Capital Account purposes and shall be treated as beneficially owned for such purposes by the holder of the Preferred Distribution Rights (held as of the date of this Agreement by APL Sub), resulting in the Company having no items of income, gain, loss, deduction or credit attributable to the WFSG Sub Note for such purposes and no such items shall increase or decrease the Capital Accounts of the Members.