Common use of Additional Funding Clause in Contracts

Additional Funding. A. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds ("Additional Funds") for any Partnership purpose in excess of any other funds determined by the General Partner to be available to the Partnership, the General Partner (i) may cause the Partnership to obtain such funds from outside borrowings, (ii) may cause the Partnership to obtain such funds by the admission of Additional Limited Partners pursuant to Section 4.3 hereof, or (iii) may elect to have Crescent Equities provide such Additional Funds to the Partnership. On any date that Crescent Equities provides Additional Funds to the Partnership (the "Funding Date"): (1) to the extent the General Partner elects to borrow all or any portion of the Additional Funds through a Funding Loan, the General Partner shall cause Crescent Equities to lend (the "Crescent Loan") to the Partnership the Funding Loan Proceeds on comparable terms and conditions, including interest rate, repayment schedule and costs and expenses, as shall be applicable with respect to or incurred in connection with the Funding Loan; or (2) to the extent the General Partner does not elect to borrow all or any portion of the Additional Funds by entering into a Funding Loan, the General Partner shall cause Crescent Equities to contribute to the Partnership as an additional Capital Contribution the amount of the Additional Funds not loaned to the Partnership as a Crescent Loan (the "Contributed Funds") (hereinafter, each Funding Date on which Crescent Equities so contributes Contributed Funds pursuant to this subparagraph (2) is referred to as an "Adjustment Date"). The Crescent Group may raise such Contributed Funds through a private placement or public offering of REIT Shares or otherwise. The Partnership shall assume or pay the expenses, including any applicable underwriting discounts incurred by the Crescent Group in connection with raising such Contributed Funds through a private placement or public offering of its securities or otherwise (i.e., Crescent Equities shall be treated as contributing to the Partnership as Contributed Funds the gross amount of funds raised, and the Partnership shall be charged with the cost of raising such funds, with such cost allocated to all of the Partners in accordance with Article VI of the Agreement). B. Effective on each Adjustment Date, Crescent Equities shall receive an additional Partnership Interest (and the Partnership Interest of each Limited Partner other than Crescent Equities shall be reduced) such that: (1) the Partnership Interest of each Limited Partner not owning Partnership Units (other than Crescent Equities) shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the amount of Contributed Funds contributed by Crescent Equities on such Adjustment Date; (2) the combined Partnership Interest of Crescent Equities and the General Partner shall be equal to a fraction, the numerator of which is equal to the sum of (i) the combined Deemed Partnership Interest Value of Crescent Equities and the General Partner (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the amount of the Contributed Funds contributed by Crescent Equities on such Adjustment Date and the denominator of which is equal to the sum of (x) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (y) the amount of the Contributed Funds contributed by Crescent Equities on such Adjustment Date. The Partnership Interest of the General Partner shall remain one percent (1%), and the Partnership Interest of Crescent Equities shall be equal to the combined Partnership Interest determined in clause (2) of the preceding sentence, reduced by one percentage point (1%); and (3) the Partnership Interest of each Limited Partner owning Partnership Units shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.2.B(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Section 4.2.B(1) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Adjustment Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners on such Adjustment Date.

Additional Funding. A. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds ("Additional Funds") for any Partnership purpose in excess of any other funds determined by the General Partner to be available to the Partnership, the General Partner (i) may cause the Partnership to obtain such funds from outside borrowings, (ii) may cause the Partnership to obtain such funds by the admission of Additional Limited Partners pursuant to Section 4.3 hereof, or (iii) may elect to have Crescent Equities provide such Additional Funds to the Partnership. On any date that Crescent Equities provides Additional Funds to the Partnership (the "Funding Date"): (1) to the extent the General Partner elects to borrow all or any portion of the Additional Funds through a Funding Loan, the General Partner shall cause Crescent Equities to lend (the "Crescent Loan") to the Partnership the Funding Loan Proceeds on comparable terms and conditions, including interest rate, repayment schedule and costs and expenses, as shall be applicable with respect to or incurred in connection with the Funding Loan; or (2) to the extent the General Partner does not elect to borrow all or any portion of the Additional Funds by entering into a Funding Loan, the General Partner shall cause Crescent Equities to contribute to the Partnership as an additional Capital Contribution the amount of the Additional Funds not loaned to the Partnership as a Crescent Loan (the "Contributed Funds") (hereinafter, each Funding Date on which Crescent Equities so contributes Contributed Funds pursuant to this subparagraph (2) is referred to as an "Adjustment Date"). The Crescent Group may raise such Contributed Funds through a private placement or public offering of REIT Shares or otherwise. The Partnership shall assume or pay the expenses, including any applicable underwriting discounts incurred by the Crescent Group in connection with raising such Contributed Funds through a private placement or public offering of its securities or otherwise (i.e., Crescent Equities shall be treated as contributing to the Partnership as Contributed Funds the gross amount of funds raised, and the Partnership shall be charged with the cost of raising such funds, with such cost allocated to all of the Partners in accordance with Article VI of the Agreement). B. Effective on each Adjustment Date, Crescent Equities shall receive an additional Partnership Interest (and the Partnership Interest of each Limited Partner other than Crescent Equities shall be reduced) such that: (1) the Partnership Interest of each Limited Partner not owning Partnership Units (other than Crescent Equities) shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the amount of Contributed Funds contributed by Crescent Equities on such Adjustment Date; (2) the combined Partnership Interest of Crescent Equities and the General Partner shall be equal to a fraction, the numerator of which is equal to the sum of (i) the combined Deemed Partnership Interest Value of Crescent Equities and the General Partner (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the amount of the Contributed Funds contributed by Crescent Equities on such Adjustment Date and the denominator of which is equal to the sum of (x) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (y) the amount of the Contributed Funds contributed by Crescent Equities on such Adjustment Date. The Partnership Interest of the General Partner shall remain one percent (1%), and the Partnership Interest of Crescent Equities shall be equal to the combined Partnership Interest determined in clause (2) of the preceding sentence, reduced by one percentage point (1%); and (3) the Partnership Interest of each Limited Partner owning Partnership Units shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.2.B(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Section 4.2.B(1) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Adjustment Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners on such Adjustment Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the increase in the Partnership Interest of Crescent Equities and the corresponding reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.2. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any additional contribution of funds to the Partnership by Crescent Equities pursuant to this Section 4.2. Notwithstanding anything to the contrary contained in this Agreement, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under this Section 4.2.B with respect to cash amounts raised by Crescent in a private placement or public offering of REIT Shares and contributed to the Partnership as Contributed Funds, the Value" of a REIT Share shall be the gross offering price (prior to deduction of any expenses, including without - 20 - limitation selling commissions or underwriting discounts) per REIT Share sold in the private placement or public offering. C. The Partners hereby acknowledge and agree that any Additional Funds provided by the Crescent Group (through Crescent Equities) to the Partnership pursuant to this Section 4.2 may be in the form of real property or an interest therein rather than cash. In the event that real property or an interest therein is contributed by Crescent Equities to the Partnership pursuant to this Section 4.2: (1) to the extent that the consideration given in exchange for such real property or interest therein is in the form of indebtedness, Crescent Equities shall be deemed to have made a Crescent Loan to the Partnership pursuant to Section 4.2.A(1) hereof in an amount equal to the amount of such indebtedness; and (2) to the extent that the consideration given in exchange for such real property or interest therein is in the form of cash or REIT Shares, (i) Crescent Equities shall be deemed to have contributed Contributed Funds to the Partnership pursuant to Section 4.2.A(2) hereof in an amount equal to the amount of cash or the Value (computed as of the Business Day immediately preceding the date on which such real property or interest therein is contributed to the Partnership) of the REIT Shares given as consideration, and (ii) the Partnership Interests of the Limited Partners shall be adjusted as set forth in Section 4.2.B hereof. To the extent that the consideration given for such real property or interest therein is New Securities, the provisions of Section 8.7.C hereof shall apply to the contribution of the real property or interest therein by Crescent Equities to the Partnership.

Additional Funding. A. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds ("Additional Funds") for any Partnership purpose in excess of any other funds determined by the General Partner to be available to the Partnership, the General Partner (i) may cause the Partnership to obtain such funds from outside borrowings, (ii) may cause the Partnership to obtain such funds by the admission of Additional Limited Partners pursuant to Section 4.3 hereof, or (iii) may elect to have Crescent Equities provide such Additional Funds to the Partnership. On any date that Crescent Equities provides Additional Funds to the Partnership (the "Funding Date"): (1) to the extent the General Partner elects to borrow all or any portion of the Additional Funds through a Funding Loan, the General Partner shall cause Crescent Equities to lend (the "Crescent Loan") to the Partnership the Funding Loan Proceeds on comparable terms and conditions, including interest rate, repayment schedule and costs and expenses, as shall be applicable with respect to or incurred in connection with the Funding Loan; or (2) to the extent the General Partner does not elect to borrow all or any portion of the Additional Funds by entering into a Funding Loan, the General Partner shall cause Crescent Equities to contribute to the Partnership as an additional Capital Contribution the amount of the Additional Funds not loaned to the Partnership as a Crescent Loan (the "Contributed Funds") (hereinafter, each Funding Date on which Crescent Equities so contributes Contributed Funds pursuant to this subparagraph (2) is referred to as an "Adjustment Date"). The Crescent Group may raise such Contributed Funds through a private placement or public offering of REIT Shares or otherwise. The Partnership shall assume or pay the expenses, including any applicable underwriting discounts incurred by the Crescent Group in connection with raising such Contributed Funds through a private placement or public offering of its securities or otherwise (i.e., Crescent Equities shall be treated as contributing to the Partnership as Contributed Funds the gross amount of funds raised, and the Partnership shall be charged with the cost of raising such funds, with such cost allocated to all of the Partners in accordance with Article VI of the Agreement). B. Effective on each Adjustment Date, Crescent Equities shall receive an additional Partnership Interest (and the Partnership Interest of each Limited Partner other than Crescent Equities shall be reduced) such that: (1) the Partnership Interest of each Limited Partner not owning Partnership Units (other than Crescent Equities) shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the amount of Contributed Funds contributed by Crescent Equities on such Adjustment Date; (2) the combined Partnership Interest of Crescent Equities and the General Partner shall be equal to a fraction, the numerator of which is equal to the sum of (i) the combined Deemed Partnership Interest Value of Crescent Equities and the General Partner (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the amount of the Contributed Funds contributed by Crescent Equities on such Adjustment Date and the denominator of which is equal to the sum of (x) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (y) the amount of the Contributed Funds contributed by Crescent Equities on such Adjustment Date. The Partnership Interest of the General Partner shall remain one percent (1%), and the Partnership Interest of Crescent Equities shall be equal to the combined Partnership Interest determined in clause (2) of the preceding sentence, reduced by one percentage point (1%); and (3) the Partnership Interest of each Limited Partner owning Partnership Units shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.2.B(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Section 4.2.B(1) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Adjustment Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners on such Adjustment Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the increase in the Partnership Interest of Crescent Equities and the corresponding reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.2. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any additional contribution of funds to the Partnership by Crescent Equities pursuant to this Section 4.2. Notwithstanding anything to the contrary contained in this Agreement, for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under this Section 4.2.B with respect to cash amounts raised by Crescent in a private placement or public offering of REIT Shares and contributed to the Partnership as Contributed Funds, the "Value" of a REIT Share shall be the gross offering price (prior to deduction of any expenses, including without limitation selling commissions or underwriting discounts) per REIT Share sold in the private placement or public offering. C. The Partners hereby acknowledge and agree that any Additional Funds provided by the Crescent Group (through Crescent Equities) to the Partnership pursuant to this Section 4.2 may be in the form of real property or an interest therein rather than cash. In the event that real property or an interest therein is contributed by Crescent Equities to the Partnership pursuant to this Section 4.2: (1) to the extent that the consideration given in exchange for such real property or interest therein is in the form of indebtedness, Crescent Equities shall be deemed to have made a Crescent Loan to the Partnership pursuant to Section 4.2.A(1) hereof in an amount equal to the amount of such indebtedness; and (2) to the extent that the consideration given in exchange for such real property or interest therein is in the form of cash or REIT Shares, (i) Crescent Equities shall be deemed to have contributed Contributed Funds to the Partnership pursuant to Section 4.2.A(2) hereof in an amount equal to the amount of cash or the Value (computed as of the Business Day immediately preceding the date on which such real property or interest therein is contributed to the Partnership) of the REIT Shares given as consideration, and (ii) the Partnership Interests of the Limited Partners shall be adjusted as set forth in Section 4.2.B hereof. To the extent that the consideration given for such real property or interest therein is New Securities, the provisions of Section 8.7.C hereof shall apply to the contribution of the real property or interest therein by Crescent Equities to the Partnership.

Additional Funding. A. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds ("“Additional Funds"”) for any Partnership purpose in excess of any other funds determined by the General Partner to be available to the Partnership, the General Partner (i) may cause the Partnership to obtain such funds from outside borrowings, (ii) may cause the Partnership to obtain such funds by the admission of Additional Limited Partners pursuant to Section 4.3 hereof, or (iii) may elect to have Crescent Equities provide such Additional Funds to the Partnership. On any date that Crescent Equities provides Additional Funds to the Partnership (the "“Funding Date"”): (1) to the extent the General Partner elects to borrow all or any portion of the Additional Funds through a Funding Loan, the General Partner shall cause Crescent Equities to lend (the "“Crescent Loan"”) to the Partnership the Funding Loan Proceeds on comparable terms and conditions, including interest rate, repayment schedule and costs and expenses, as shall be applicable with respect to or incurred in connection with the Funding Loan; or (2) to the extent the General Partner does not elect to borrow all or any portion of the Additional Funds by entering into a Funding Loan, the General Partner shall cause Crescent Equities to contribute to the Partnership as an additional Capital Contribution the amount of the Additional Funds not loaned to the Partnership as a Crescent Loan (the "“Contributed Funds"”) (hereinafter, each Funding Date on which Crescent Equities so contributes Contributed Funds pursuant to this subparagraph (2) is referred to as an "“Adjustment Date"”). The Crescent Group may raise such Contributed Funds through a private placement or public offering of REIT Shares or otherwise. The Partnership shall assume or pay the expenses, including any applicable underwriting discounts incurred by the Crescent Group in connection with raising such Contributed Funds through a private placement or public offering of its securities or otherwise (i.e., Crescent Equities shall be treated as contributing to the Partnership as Contributed Funds the gross amount of funds raised, and the Partnership shall be charged with the cost of raising such funds, with such cost allocated to all of the Partners in accordance with Article VI of the Agreement). B. Effective on each Adjustment Date, Crescent Equities shall receive an additional Partnership Interest (and the Partnership Interest of each Limited Partner other than Crescent Equities shall be reduced) such that: (1) the Partnership Interest of each Limited Partner not owning Partnership Units (other than Crescent Equities) shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the amount of Contributed Funds contributed by Crescent Equities on such Adjustment Date; (2) the combined Partnership Interest of Crescent Equities and the General Partner shall be equal to a fraction, the numerator of which is equal to the sum of (i) the combined Deemed Partnership Interest Value of Crescent Equities and the General Partner (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the amount of the Contributed Funds contributed by Crescent Equities on such Adjustment Date and the denominator of which is equal to the sum of (x) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (y) the amount of the Contributed Funds contributed by Crescent Equities on such Adjustment Date. The Partnership Interest of the General Partner shall remain one percent (1%), and the Partnership Interest of Crescent Equities shall be equal to the combined Partnership Interest determined in clause (2) of the preceding sentence, reduced by one percentage point (1%); and (3) the Partnership Interest of each Limited Partner owning Partnership Units shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.2.B(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Section 4.2.B(1) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Adjustment Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners on such Adjustment Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the increase in the Partnership Interest of Crescent Equities and the corresponding reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.2. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any additional contribution of funds to the Partnership by Crescent Equities pursuant to this Section 4.2. Notwithstanding anything to the contrary contained in this Agreement, for purposes of calculating the “Deemed Value of the Partnership” and the “Deemed Partnership Interest Value” under this Section 4.2.B with respect to cash amounts raised by Crescent in a private placement or public offering of REIT Shares and contributed to the Partnership as Contributed Funds, the Value” of a REIT Share shall be the gross offering price (prior to deduction of any expenses, including without limitation selling commissions or underwriting discounts) per REIT Share sold in the private placement or public offering. C. The Partners hereby acknowledge and agree that any Additional Funds provided by the Crescent Group (through Crescent Equities) to the Partnership pursuant to this Section 4.2 may be in the form of real property or an interest therein rather than cash. In the event that real property or an interest therein is contributed by Crescent Equities to the Partnership pursuant to this Section 4.2: (1) to the extent that the consideration given in exchange for such real property or interest therein is in the form of indebtedness, Crescent Equities shall be deemed to have made a Crescent Loan to the Partnership pursuant to Section 4.2.A(1) hereof in an amount equal to the amount of such indebtedness; and (2) to the extent that the consideration given in exchange for such real property or interest therein is in the form of cash or REIT Shares, (i) Crescent Equities shall be deemed to have contributed Contributed Funds to the Partnership pursuant to Section 4.2.A(2) hereof in an amount equal to the amount of cash or the Value (computed as of the Business Day immediately preceding the date on which such real property or interest therein is contributed to the Partnership) of the REIT Shares given as consideration, and (ii) the Partnership Interests of the Limited Partners shall be adjusted as set forth in Section 4.2.B hereof. To the extent that the consideration given for such real property or interest therein is New Securities, the provisions of Section 8.7.C hereof shall apply to the contribution of the real property or interest therein by Crescent Equities to the Partnership.

Additional Funding. A. If Upon the issuance by Maxus of additional REIT Shares for cash or other property, Maxus shall contribute the net amount of any such cash and the other property to the Partnership as a Capital Contribution. In addition, if the General Partner determines that it is in the best interests of the Partnership to provide for needs additional Partnership funds ("Additional Funds") for any Partnership purpose in excess of any other funds determined by the General Partner to be available to the PartnershipPartnership (such funds and the fund referred to in the first sentence of this Section 3 .2.A referred to as "Additional Funds"), the General Partner (i) may cause the Partnership to obtain such funds from outside borrowings, (ii) may cause the Partnership to obtain such funds by the admission of Additional Limited Partners pursuant to Section 4.3 3.3 hereof, or (iii) may elect to have Crescent Equities Maxus provide such Additional Funds to the Partnership. On any date that Crescent Equities Maxus provides Additional Funds to the Partnership (the "Funding Date"): (1i) to the extent the General Partner elects to borrow all or any portion of the Additional Funds through a Funding Loan, the General Partner shall cause Crescent Equities Maxus to lend (the "Crescent Maxus Loan") to the Partnership the Funding Loan Proceeds on comparable terms and conditions, including interest rate, repayment schedule and costs and expenses, as shall be applicable with respect to or incurred in connection with the Funding Loan; or (2ii) to the extent the General Partner does not elect to borrow all or any portion of the Additional Funds by entering into a Funding Loan, the General Partner shall cause Crescent Equities Maxus to contribute to the Partnership as an additional Capital Contribution the amount of the Additional Funds not loaned to the Partnership as a Crescent Maxus Loan (the "Contributed Funds") (hereinafter, each Funding Date on which Crescent Equities Maxus so contributes Contributed Funds pursuant to this subparagraph (2ii) is referred to as an "Adjustment Date"). The Crescent Maxus Group may raise such Contributed Funds through a private placement or public offering of REIT Shares or otherwise. The Partnership shall assume or pay the expenses, including any applicable underwriting discounts incurred by the Crescent Maxus Group in connection with raising such Contributed Funds through a private placement or public offering of its securities or otherwise (i.e., Crescent Equities Maxus shall be treated as contributing to the Partnership as Contributed Funds the gross amount of funds raised, and the Partnership shall be charged with the cost of raising such funds, with such cost allocated to all of the Partners in accordance with Article VI VII of the Agreement). B. Effective on each Adjustment Date, Crescent Equities Maxus shall receive an additional Partnership Interest (and the Partnership Interest of each Limited Partner other than Crescent Equities Maxus shall be reduced) such that: (1i) the Partnership Interest of each Limited Partner not owning Partnership Units (other than Crescent EquitiesMaxus) shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) and the denominator of which is equal to the sum of (ia) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (iib) the amount of Contributed Funds contributed by Crescent Equities Maxus on such Adjustment Date; (2ii) the combined Partnership Interest of Crescent Equities Maxus and the General Partner shall be equal to a fraction, the numerator of which is equal to the sum of (ia) the combined Deemed Partnership Interest Value of Crescent Equities Maxus and the General Partner (computed as of the Business Day immediately preceding the Adjustment Date) and (iib) the amount of the Contributed Funds contributed by Crescent Equities Maxus on such Adjustment Date and the denominator of which is equal to the sum of (x) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (y) the amount of the Contributed Funds contributed by Crescent Equities Maxus on such Adjustment Date. The Partnership Interest of the General Partner shall remain one percent (10.001%), and the Partnership Interest of Crescent Equities Maxus shall be equal to the combined Partnership Interest determined in the preceding sentence of this clause (2) of the preceding sentence), reduced by one percentage point (10.001%); and (3iii) the Partnership Interest of each Limited Partner owning Partnership Units shall be equal to the product of the following: (ia) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities Maxus and the General Partner as calculated in Section 4.2.B(23 .2.B(ii) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Section 4.2.B(13 .2.B(i) hereof, from (y) one hundred percent (100%), and (iib) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Adjustment Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners on such Adjustment Date.. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the increase in the Partnership Interest of Maxus and the corresponding reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 3.2. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any additional contribution of funds to the Partnership by Maxus pursuant to this Section 3.2. Notwithstanding anything to the contrary contained in this Agreement, for purposes of calculating the "Deemed Value of the Partnership"