Common use of Establishment and Maintenance of Capital Accounts Clause in Contracts

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited with (i) such Partner’s allocable share of any Net Income (or items thereof) of the Partnership, and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, (ii) such Partner’s allocable share of Net Loss (or items thereof) of the Partnership, and (iii) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section 1.704-1(b)(2)(iv)(f) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting Units.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner Shareholder on the books of the Partnership Company as of the date such Partner Shareholder becomes a Partner Shareholder a capital account (each being a “Capital Account”). Each Capital Contribution by any PartnerShareholder, if any, shall be credited to the Capital Account of such Partner Shareholder on the date such Capital Contribution is made to the PartnershipCompany. In addition, each PartnerShareholder’s Capital Account shall be (a) credited with (i) such PartnerShareholder’s allocable share of any Net Income (or items thereof) and items of the Partnershipincome and gain specially allocated to such Shareholder under Section 8.4, and (ii) the amount of any Partnership Company liabilities that are assumed by the Partner Shareholder or secured by any Partnership Company property distributed to the Partner Shareholder and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner Shareholder of cash or the fair market value of other property so distributed, (ii) such PartnerShareholder’s allocable share of Net Loss (or items thereof) and items of the Partnershiploss and expense specially allocated to such Shareholder under Section 8.4, and (iii) the amount of any liabilities of the Partner Shareholder assumed by the Partnership Company or which are secured by any property contributed by the Partner Shareholder to the PartnershipCompany. Any other item which is required to be reflected in a PartnerShareholder’s Capital Account under Section 704(b) of the Code and the United States U.S. Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing Partner Board of Directors shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a PartnerShareholder’s interest in the PartnershipCompany. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of U.S. Treasury Regulations section Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting Units.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited with (i) such Partner’s allocable share of any Net Income (or items thereof) of the Partnership, and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, (ii) such Partner’s allocable share of Net Loss (or items thereof) of the Partnership, and (iii) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing General Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing General Partner Units or Special Voting Units.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner Shareholder on the books of the Partnership Company as of the date such Partner Shareholder becomes a Partner Shareholder a capital account (each being a “Capital Account”). Each Capital Contribution by any PartnerShareholder, if any, shall be credited to the Capital Account of such Partner Shareholder on the date such Capital Contribution is made to the PartnershipCompany. In addition, each PartnerShareholder’s Capital Account shall be (a) credited with (i) such PartnerShareholder’s allocable share of any Net Income (or items thereof) of the PartnershipCompany, and (ii) the amount of any Partnership Company liabilities that are assumed by the Partner Shareholder or secured by any Partnership Company property distributed to the Partner Shareholder and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner Shareholder of cash or the fair market value of other property so distributed, (ii) such PartnerShareholder’s allocable share of Net Loss (or items thereof) of the PartnershipCompany and expenditures of the Company described or treated under Section 704(b) of the Code as described in Section 705(a)(2)(B) of the Code, and (iii) the amount of any liabilities of the Partner Shareholder assumed by the Partnership Company or which are secured by any property contributed by the Partner Shareholder to the PartnershipCompany. Any other item which is required to be reflected in a PartnerShareholder’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing Partner Board of Directors shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a PartnerShareholder’s interest in the PartnershipCompany. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of United States Treasury Regulations section Section 1.704-1(b)(2)(iv)(f) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting Units.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner Unitholder on the books of the Partnership Company or, if such books are maintained by the Transfer Agent, on the books of the Transfer Agent, as of the date such Partner Unitholder becomes a Partner Unitholder a capital account (each being a “Capital Account”). Each Capital Contribution by any PartnerUnitholder, if any, shall be credited to the Capital Account of such Partner Unitholder on the date such Capital Contribution is made to the PartnershipCompany. In addition, each PartnerUnitholder’s Capital Account shall be (a) credited with (i) such PartnerUnitholder’s allocable share of any Net Income (or items thereof) and items of the Partnershipincome and gain specially allocated to such Unitholder under Section 7.4, and (ii) the amount of any Partnership Company liabilities that are assumed by the Partner Unitholder or secured by any Partnership Company property distributed to the Partner Unitholder and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner Unitholder of cash or the fair market value of other property so distributed, (ii) such PartnerUnitholder’s allocable share of Net Loss (or items thereof) and items of the Partnershiploss and expense specially allocated to such Unitholder under Section 7.3 or Section 7.4, and (iii) the amount of any liabilities of the Partner Unitholder assumed by the Partnership Company or which are secured by any property contributed by the Partner Unitholder to the PartnershipCompany. Any other item which is required to be reflected in a PartnerUnitholder’s Capital Account under Section 704(b) of the Code and the United States U.S. Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing Partner Board of Directors shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a PartnerUnitholder’s interest in the PartnershipCompany. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of U.S. Treasury Regulations section Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting Units.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited with (i) such Partner’s allocable share of any Net Income (or items thereof) or Gross Ordinary Income of the Partnership, and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, (ii) such Partner’s allocable share of Net Loss (or items thereof) of the Partnership, Partnership and (iii) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing General Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing General Partner Units or Special Voting Units. For the avoidance of doubt, the Capital Account balance of a partner with respect to each Preferred Unit held by such Partner shall initially equal the Liquidation Preference per Preferred Unit as of the date such Preferred Unit is issued.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited with (i) such Partner’s allocable share of any Net Income (or items thereof) of the Partnership, and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, (ii) such Partner’s allocable share of Net Loss (or items thereof) of the Partnership, and (iii) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section 1.704-1(b)(2)(iv)(f) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing General Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing General Partner Units or Special Voting Units.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner Shareholder on the books of the Partnership Company as of the date such Partner Shareholder becomes a Partner Shareholder a capital account (each being a “Capital Account”). Each Capital Contribution by any PartnerShareholder, if any, shall be credited to the Capital Account of such Partner Shareholder on the date such Capital Contribution is made to the PartnershipCompany. In addition, each PartnerShareholder’s Capital Account shall be (a) credited with (i) such PartnerShareholder’s allocable share of any Net Income (or items thereof) and items of the Partnershipincome and gain specially allocated to such Shareholder under Section 7.4, and (ii) the amount of any Partnership Company liabilities that are assumed by the Partner Shareholder or secured by any Partnership Company property distributed to the Partner Shareholder and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner Shareholder of cash or the fair market value of other property so distributed, (ii) such PartnerShareholder’s allocable share of Net Loss (or items thereof) and items of the Partnershiploss and expense specially allocated to such Shareholder under Section 7.3 or Section 7.4, and (iii) the amount of any liabilities of the Partner Shareholder assumed by the Partnership Company or which are secured by any property contributed by the Partner Shareholder to the PartnershipCompany. Any other item which is required to be reflected in a PartnerShareholder’s Capital Account under Section 704(b) of the Code and the United States U.S. Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing Partner Board of Directors shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a PartnerShareholder’s interest in the PartnershipCompany. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of U.S. Treasury Regulations section Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting Units.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner Shareholder on the books of the Partnership Company as of the date such Partner Shareholder becomes a Partner Shareholder, a capital account (each being each, a “Capital Account”). Each Capital Contribution by any PartnerShareholder, if any, shall be credited to the Capital Account of such Partner Shareholder on the date such Capital Contribution is made to the PartnershipCompany. In addition, each PartnerShareholder’s Capital Account shall be (a) credited with (i) such PartnerShareholder’s allocable share of any Net Income (or items thereof) of the PartnershipCompany, and (ii) the amount of any Partnership Company liabilities that are assumed by the Partner Shareholder or secured by any Partnership Company property distributed to the Partner Shareholder and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner Shareholder of cash or the fair market value of other property so distributed, (ii) such PartnerShareholder’s allocable share of Net Loss (or items thereof) of the PartnershipCompany, and (iii) the amount of any liabilities of the Partner Shareholder assumed by the Partnership Company or which are secured by any property contributed by the Partner Shareholder to the PartnershipCompany. Any other item which is required to be reflected in a PartnerShareholder’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing Partner Board of Directors shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a PartnerShareholder’s interest in the PartnershipCompany. Interest shall not be payable on Capital Account balances. The Partnership Company Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section Sections 1.704-1(b)(2)(iv)(f) 1 and 1.704-2 and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The A transferee of Shares shall succeed to a pro rata portion of the Capital Account of each holder the transferor based on the number of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting UnitsShares so transferred.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited credited, in respect of any Common Units held by such Partner, with (i) such Partner’s allocable share of any Net Income (or items thereof) of the Partnership, and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, and (ii) in respect of any Common Units held by such Partner, (x) such Partner’s allocable share of Net Loss (or items thereof) of the Partnership, and (iiiy) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section 1.704-1(b)(2)(iv)(f) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting Units. The Capital Account balance of a Partner with respect to each Preferred Unit held by such Partner shall equal the Liquidation Preference per Preferred Unit as of the date such Preferred Unit is initially issued and shall be increased as set forth in Article XVI.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited with (i) such Partner’s allocable share of any Net Income (or items thereof) of the PartnershipPartnership or Gross Income, and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, (ii) such Partner’s allocable share of Net Loss (or items thereof) of the Partnership, and (iii) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing General Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing General Partner Units or Special Voting Units. For the avoidance of doubt, the initial Capital Account balance with respect to each Preferred Unit issued to a Partner shall equal the Liquidation Preference per Preferred Unit as of the date such Preferred Unit is issued.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited credited, in respect of any Common Units held by such Partner, with (i) such Partner’s allocable share of any Net Income (or items thereof) of the Partnership, and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, and (ii) in respect of any Common Units held by such Partner, (x) such Partner’s allocable share of Net Loss (or items thereof) of the Partnership, and (iiiy) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section 1.704-1(b)(2)(iv)(f) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting Units. The Capital Account balance of a Partner with respect to each Preferred Unit held by such Partner shall equal the Liquidation Preference per Preferred Unit as of the date such Preferred Unit is initially issued and shall be increased as set forth in Articles XVI and XVII.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited credited, in respect of any Common Units held by such Partner, with (i) such Partner’s allocable share of any Net Income (or items thereof) of the Partnership, and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, and (ii) in respect of any Common Units held by such Partner, (x) such Partner’s allocable share of Net Loss (or items thereof) of the Partnership, and (iiiy) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section 1.704-1(b)(2)(iv)(f) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting Units.

Establishment and Maintenance of Capital Accounts. There shall be established for each Partner Unitholder on the books of the Partnership Company or, if such books are maintained by the Transfer Agent, on the books of the Transfer Agent, as of the date such Partner Unitholder becomes a Partner Unitholder a capital account (each being a “Capital Account”). Each Capital Contribution by any PartnerUnitholder, if any, shall be credited to the Capital Account of such Partner Unitholder on the date such Capital Contribution is made to the PartnershipCompany. In addition, each PartnerUnitholder’s Capital Account shall be (a) credited with (i) such PartnerUnitholder’s allocable share of any Net Income (or items thereof) and items of the Partnershipincome and gain specially allocated to such Unitholder under Section 7.4, and (ii) the amount of any Partnership Company liabilities that are assumed by the Partner Unitholder or secured by any Partnership Company property distributed to the Partner Unitholder and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner Unitholder of cash or the fair market value of other property so distributed, (ii) such PartnerUnitholder’s allocable share of Net Loss (or items thereof) and items of the Partnershiploss and expense specially allocated to such Unitholder under Section 7.3 or Section 7.4, and (iii) the amount of any liabilities of the Partner Unitholder assumed by the Partnership Company or which are secured by any property property‌ contributed by the Partner Unitholder to the PartnershipCompany. Any other item which is required to be reflected in a PartnerUnitholder’s Capital Account under Section 704(b) of the Code and the United States U.S. Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing Partner Board of Directors shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a PartnerUnitholder’s interest in the PartnershipCompany. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of U.S. Treasury Regulations section Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting Units.