EFTA Document EFTA01359077

distributable to each Non-Managing Member hereunder. To the extent profits or losses have been reflected in Capital Accounts prior to their recognition for tax purposes, allocations shall be consistent with the principles of Code Section 704(c) and shall generally be made among the Members so as to eliminate the disparity between the Capital Account balance and the tax capital account balance of each Member. Notwithstanding the foregoing, in the event that the Managing Member reasonably det