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EFTA01354977

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GLDLIS126 Pacific Life Insurance Co Proprietary and Confidential Business Day Each Monday, Tuesday, Wcdncsday, Thursday and Friday which is not a day on which banking institutions in the City of New York, New York, are required by law to remain closed. Capital Account As set forth in 8.1.1. Carrying Value Code Contribution With respect to any asset, the asset's adjusted basis for federal income tax purposes; provided, however, that (i) the initial Carrying Value of any asset contributed to thc Partnership shall be adjusted to equal its gross fair market value at the time of its contribution, and (ii) the Carrying Values of all assets held by the Partnership shall be adjusted to equal their respective gross fair market values (taking Section 7701(g) of the Code into account) upon an election by the Partnership to revalue its property in accordance with Treasury Regulation Section 1.704-1(b)(2Xiv)(f) and upon liquidation of the Partnership. The Carrying Value of any asset whose Carrying Value was adjusted pursuant to the preceding sentence thereafter shall be adjusted in accordance with the provisions of Treasury Regulation Section 1.704- 1(b)(2Xiv)(a The United States Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and, as applicable, the Treasury Regulations thereunder. With respect to any Partner at any time, the aggregate amount of capital contributions made to the Partnership by such Partner, adjusted in accordance with the other provisions of this Agreement, including, without limitation, 6.2 (relating to the return of contributions subject to subsequent drawdown) and 6.3.2(a)(5), but excluding the contribution of an interest-equivalent amount pursuant to 3.3.1(a)(4), the amount of any interest payable pursuant to 6.3. I and 6.3.2, and any other amounts contributed pursuant to 5.2.1.5, 11.1.8 or Article 12. Covered Company Refers to a Partner that is (i) a Covered Company Person or

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