Common use of Additional Provisions Regarding Capital Accounts Clause in Contracts

Additional Provisions Regarding Capital Accounts. (a) If a Member pays any Company indebtedness, such payment shall be treated as a contribution by that Member to the capital of the Company, and the Capital Account of such Member shall be increased by the amount so paid by such Member. (b) Except as otherwise provided herein, no Member may contribute capital to, or withdraw capital from, the Company. To the extent any monies which any Member is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members consents to the withdrawal of such capital. (c) A loan by a Member to the Company shall not be considered a contribution of money to the capital of the Company, and the balance of such Member’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member with respect to advances or other payments made by such Member on behalf of the Company or payments of fees to a Member or Related Person to such Member which are made by the Company shall be considered a return of capital, or any other form of distribution, or in any manner affect the balance of such Member’s Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member with a deficit balance in its Capital Account shall have any obligation to the Company, any other Member or any other Person to restore said deficit balance. In addition, no venturer or partner in any Member shall have any liability to the Company or any other Member for any deficit balance in such venturer’s or partner’s capital account in the Member in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member (or a capital account of a partner or venturer in a Member) shall not be deemed to be a liability of such Member (or of such venturer or partner in such Member) or a Company Asset or property. The provisions of this Section 2.2(d) shall not affect any Member’s obligation to make capital contributions to the Company that are required to be made by such Member pursuant to the Agreement. (e) Except as otherwise provided herein or in the Agreement, no interest will be paid on any capital contributed to the Company or the balance in any Member’s Capital Account.

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company Partnership indebtedness, such payment shall be treated as a cash contribution by that Member Partner to the capital of the CompanyPartnership, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner. (b) Except as otherwise provided herein, no Member Partner may contribute capital to, or withdraw capital from, the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members Partners consents to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such MemberPartner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such MemberPartner’s Capital Account. No Member or Related Person to such Member Partner shall make a loan to the Company Partnership unless such loan is authorized pursuant to the provisions of the this Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the Company, any other Member Partnership or any other Person Partner to restore said deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership or any other Member Partner for any deficit balance in such venturer’s or partner’s capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member Partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d4.4(d) shall not affect any MemberPartner’s obligation to make capital contributions to the Company Partnership that are required to be made by such Member Partner pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company Partnership or the balance in any MemberPartner’s Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the Managing General Partner, upon the recommendation of the Manager, determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the Managing General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The Managing General Partner, upon recommendation of the Manager, shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-1(b) of the Regulations.

Additional Provisions Regarding Capital Accounts. (a) If a Member pays any Company indebtedness, such payment shall be treated as a contribution by that Member to the capital of the Company, and the Capital Account of such Member shall be increased by the amount so paid by such Member. (b) Except as otherwise provided herein, no Member may contribute capital to, or withdraw capital from, the Company. To the extent any monies which any Member is entitled to receive pursuant to the Article IV or any other provision of this Agreement would constitute a return of capital, each of the Members Member consents to the withdrawal of such capital. (c) A loan by a Member to the Company shall not be considered a contribution of money to the capital of the Company, and the balance of such Member’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member with respect to advances or other payments made by such Member on behalf of the Company Company, or payments of fees to a Member or Related Person to such Member which are made by the Company shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such Member’s Capital Account. No Member or Related Person to such The Sharyland Member shall not make a loan to the Company unless such loan is authorized pursuant to approved by the provisions of the AgreementTDC Member. (d) No Member with a deficit balance in its Capital Account shall have any obligation to the Company, any the other Member or any other Person creditor of the Company or Members to restore said deficit balance. In addition, no venturer or partner in any Member shall have any liability to the Company, the other Member or any creditor of the Company or any other Member Members for any deficit balance in such venturer’s or partner’s capital account in the Member in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member (or a capital account of a partner or venturer in a Member) shall not be deemed to be a liability of such Member (or of such venturer or partner in such Member) or a Company Asset asset or property. The provisions of this Section 2.2(d) shall not affect any Member’s obligation to make capital contributions to the Company that are required to be made by such Member pursuant to the Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will be paid on any capital contributed to the Company or the balance in any Member’s Capital Account. (i) Consistent with the provisions of Regulations Section 1.704-1(b)(2)(iv)(f), and as provided in Section 3.4(f)(ii), the Carrying Values of all Company assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as of the times of the adjustments provided in Section 3.4.(f)(ii) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 4.1 and Section 4.7. (ii) Such adjustments shall be made as of the following times: (a) immediately prior to the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) immediately prior to the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company; and (c) immediately prior to the liquidation of the Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); and (d) in connection with the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity in anticipation of being a Member, provided, however, that adjustments pursuant to clauses (a), (b) and (d) above shall be made only if the Sharyland Member determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. (iii) In accordance with Regulations Section 1.704-l(b)(2)(iv)(e), the Carrying Value of Company assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as of the time any such asset is distributed. (iv) In determining Unrealized Gain or Unrealized Loss for purposes of this Section 3.4, the aggregate cash amount and fair market value of all Company assets (including cash or cash equivalents) shall be determined by the Sharyland Member using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII, shall be determined and allocated by the Liquidating Trustee using such reasonable methods of valuation as it may adopt. The Sharyland Member, or the Liquidating Trustee, as the case may be, shall allocate such aggregate fair market value among the assets of the Company in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties. (g) The provisions of the Agreement (including this Section 3.4) relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704- l(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Sharyland Member shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company, the Sharyland Member, or the TDC Member) are computed in order to comply with such Regulations, the Sharyland Member may make such modification without regard to Section 14.4, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article XIII upon an event requiring winding up of the Company. The Sharyland Member also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-l(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company Partnership indebtedness, and if such payment reduces the outstanding amount of such indebtedness, then to the extent such payment reduces the outstanding amount of such indebtedness such payment shall be treated as a contribution by that Member Partner to the capital of the CompanyPartnership pursuant to Article IV, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner, provided, however, that no Partner shall have the right to pay any Partnership indebtedness except as otherwise provided herein. (b) Except as otherwise provided herein, no Member Partner may contribute capital to, or withdraw capital from, the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the Article V or any other provision of this Agreement would constitute a return of capital, each of the Members Partner consents to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such MemberPartner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership, or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such MemberPartner’s Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the CompanyPartnership, any the other Member Partners or any other Person creditor of the Partnership or Partners to restore said deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership, the other Partners or any other Member creditor of the Partnership or Partners for any deficit balance in such venturer’s or partner’s capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member Partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d) shall not affect any Member’s obligation to make capital contributions to the Company that are required to be made by such Member pursuant to the Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will be paid on any capital contributed to the Company Partnership or the balance in any MemberPartner’s Capital Account.

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company indebtednessPartnership indebtedness or forgives any Partnership indebtedness owing to such Partner, such payment or forgiveness shall be treated as a cash contribution by that Member Partner to the capital of the CompanyPartnership, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner. (b) Except as otherwise provided herein, no Member Partner may contribute capital to, or withdraw capital from, the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members consents Partners must consent to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such Member’s Partner's Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such Member’s Partner's Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the Company, any other Member Partnership or any other Person Partner to restore said such deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership or any other Member Partner for any deficit balance in such venturer’s 's or partner’s 's capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member Partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d4.3(d) shall not affect any Member’s Partner's obligation to make capital contributions to the Company Partnership that are required to be made by such Member Partner pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company Partnership or the balance in any Member’s Partner's Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with the Regulations. If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The General Partner also shall make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations.

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company Partnership indebtedness, and if such payment reduces the outstanding amount of such indebtedness, then to the extent such payment reduces the outstanding amount of such indebtedness such payment shall be treated as a contribution by that Member Partner to the capital of the CompanyPartnership pursuant to Article III, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner, provided, however, that no Partner shall have the right to pay any Partnership indebtedness except as otherwise provided herein. (b) Except as otherwise provided herein, no Member Partner may contribute capital to, or withdraw capital from, the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the Article V or any other provision of this Agreement would constitute a return of capital, each of the Members Partner consents to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such MemberPartner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership, or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such MemberPartner’s Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the CompanyPartnership, any the other Member Partners or any other Person creditor of the Partnership or Partners to restore said deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership, the other Partners or any other Member creditor of the Partnership or Partners for any deficit balance in such venturer’s or partner’s capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member Partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d) shall not affect any Member’s obligation to make capital contributions to the Company that are required to be made by such Member pursuant to the Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will be paid on any capital contributed to the Company Partnership or the balance in any MemberPartner’s Capital Account.

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company indebtednessPartnership indebtedness or forgives any Partnership indebtedness owing to such Partner, such payment or forgiveness shall be treated as a cash contribution by that Member Partner to the capital of the CompanyPartnership, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner. (b) Except as otherwise provided herein, no Member Partner may contribute capital to, or withdraw capital from, the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members Partners consents to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such Member’s Partner's Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such Member’s Partner's Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the Company, any other Member Partnership or any other Person Partner to restore said such deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership or any other Member Partner for any deficit balance in such venturer’s 's or partner’s 's capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member Partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d4.4(d) shall not affect any Member’s Partner's obligation to make capital contributions to the Company Partnership that are required to be made by such Member Partner pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company Partnership or the balance in any Member’s Partner's Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-l(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The General Partner shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-l(b) of the Regulations.

Additional Provisions Regarding Capital Accounts. (a) If If, with the prior Approval of the Board, a Member pays any Company indebtednessindebtedness or forgives any Company indebtedness owing to such Member, such payment or forgiveness shall be treated as a cash contribution by that Member to the capital of the Company, and the Capital Account of such Member shall be increased by the amount so paid by such Member. If the Members do not contribute to the repayment (or share in the forgiveness) in proportion to their then Sharing Percentages, the amount deemed contributed by the Members under this Section 4.4(a) shall be treated as an Additional Capital Contribution by such Members for purposes of Section 4.2(a). (b) Except as otherwise provided herein, no Member may contribute capital to, or withdraw capital from, the Company. To the extent any monies which any Member is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members consents to the withdrawal of such capital. (c) A loan by a Member to the Company shall not be considered a contribution of money to the capital of the Company, and the balance of such Member’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member with respect to advances or other payments made by such Member on behalf of the Company or payments of fees to a Member or Related Person to such Member which are made by the Company shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such Member’s Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member with a deficit balance in its Capital Account shall have any obligation to the Company, Company or any other Member or any other Person to restore said such deficit balance. In addition, no venturer or partner in any Member shall have any liability to the Company or any other Member for any deficit balance in such venturer’s or partner’s capital account in the Member in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member (or a capital account of a partner or venturer in a Member) shall not be deemed to be a liability of such Member (or of such venturer or partner in such Member) or a Company Asset asset or property. The provisions of this Section 2.2(d4.4(d) shall not affect any Member’s obligation to make capital contributions Capital Contributions to the Company that are required to be made by such Member pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company or the balance in any Member’s Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-l(b), and shall be interpreted and applied in a manner consistent with the Regulations. If the Board of Directors determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or any of the Members) are computed in order to comply with the Regulations, the Board of Directors may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Member from the Company. The Board of Directors shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations.

Additional Provisions Regarding Capital Accounts. (a) 3.4.1 If a Member pays any Company indebtednessindebtedness or forgives any Company indebtedness owing to such Member, such payment or forgiveness shall be treated as a cash contribution by that Member to the capital of the Company, and the Capital Account of such Member shall be increased by the amount so paid by such Member. (b) 3.4.2 Except as otherwise provided herein, no Member may contribute capital to, or withdraw capital from, the Company. To the extent any monies which any Member is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members consents to the withdrawal of such capital. (c) 3.4.3 A loan by a Member to the Company shall not be considered a contribution of money to the capital of the Company, and the balance of such Member’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member with respect to advances or other payments made by such Member on behalf of the Company or payments of fees to a Member or Related Person to such Member which are made by the Company shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such Member’s Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) 3.4.4 No Member with a deficit balance in its Capital Account shall have any obligation to the Company, Company or any other Member or any other Person to restore said such deficit balance. In addition, no venturer or partner in any Member shall have any liability to the Company or any other Member for any deficit balance in such venturer’s or partner’s capital account in the Member in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member (or a capital account of a partner or venturer in a Member) shall not be deemed to be a liability of such Member (or of such venturer or partner in such Member) or a Company Asset asset or property. The provisions of this Section 2.2(d) Paragraph 3.4.4 shall not affect any Member’s obligation to make capital contributions to the Company that are required to be made by such Member pursuant to the this Agreement. (e) 3.4.5 Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company or the balance in any Member’s Capital Account. 3.4.6 All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with the Regulations. If the Board of Managers or the Tax Matters Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or any of the Members) are computed in order to comply with the Regulations, the Board of Managers or the Tax Matters Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Member from the Company. The Board of Managers or the Tax Matters Partner shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations. 3.4.7 A Member’s Capital Account shall not be increased upon the payment of any Liquidated Damages Payment (as such term is defined in Section 3.4 of Exhibit A hereto). (i) A Member’s Capital Account may, at the election of such Member, be reduced, in lieu of payment in cash of a Liquidated Damages Payment, by the amount equal to the amount of such Liquidated Damages Payment owing to the Company by the Member; provided, however, that in the event a Member does not tender a Liquidated Damages Payment in full to the Company on or before the 20th calendar day after such payment is due, the Member shall be deemed to have elected to reduce its Capital Account in lieu of making such payment. In the event the Member shall elect to reduce his Capital Account by the amount of a Liquidated Damages Payment, then the Member shall be permitted to make a capital contribution, whether by payment of cash to the Company or surrendering the right to distributions made by the Company to the Members, in an amount equal to the Liquidated Damages Amount and thereby return such Member’s Capital Account to the balance in effect prior to such reduction. (ii) In addition, the Member shall have the right to make payments of the Liquidated Damages Amount exclusively from the distributions owing thereto made by the Company pursuant to Paragraph 4.2 hereof. The Member may exercise this right by delivering written notice to the Company and, thereafter, shall not be entitled to any distribution declared or paid to Members until the aggregate amount of such distributions owing to the Member shall equal the amount of Liquidated Damages Payment owing to the Company. If the Member shall elect to exercise such right, the Members’ Capital Account shall not be reduced as set forth above; provided, however, the Managers appointed by such Member shall abstain from any vote on a decision to make a distribution to Members pursuant to Paragraph 4.2 hereof if the Liquidated Damages Payment shall not have been paid in full on or before the first annual anniversary of the date on which the Liquidated Damages Payment was first owing to the Company. 3.4.9 If Physician Group shall be required to pay “liquidated damages” (hereinafter “Non-competition Damages”) as a result of a breach of a covenant not to compete by a former employee of Physician Group in accordance with the provisions of Section 3.10 of the Service Agreement, then the following provisions shall apply: (i) Physician Group’s Capital Account shall not be increased upon the payment of the Non-competition Damages; (ii) Physician Group may elect to pay Non-competition Damages in cash or, at the option of Physician Group, may elect to reduce its Capital Account or make payment exclusively from the distributions owing thereto made by the Company pursuant to Paragraph 4.2 hereof in the manner as set forth in Paragraph 3.4.8 hereof relating to the payment of Liquidated Damages Payment; and (iii) In the event Physician Group’s Capital Account shall be reduced as the result of a non-payment of Non-competition Damages and, subsequent to any such non-payment, a court of competent jurisdiction holds that the amount of damages owing to Physician Group by its former employee as a result of the employee’s breach of the restrictive covenant is less than the Non-competition Damages, then the amount of the Non-competition Damages owing by Physician Group shall be deemed to have been equal to the amount as determined by the court of competent jurisdiction and Physician Group’s Capital Account shall be increased by an amount equal to the difference between (x) the amount of Non-Competition Damages and (y) the amount of damages determined by the court to be owing to Physician Group by its former employee.

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company indebtednessPartnership indebtedness or forgives any Partnership indebtedness owing to such Partner, such payment or forgiveness shall be treated as a cash contribution by that Member Partner to the capital of the CompanyPartnership, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner. (b) Except as otherwise provided herein, no Member Partner may contribute capital to, or withdraw capital from, the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members Partners consents to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such Member’s Partner's Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such Member’s Partner's Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the Company, any other Member Partnership or any other Person Partner to restore said such deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership or any other Member Partner for any deficit balance in such venturer’s 's or partner’s 's capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member Partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d4.3(d) shall not affect any Member’s Partner's obligation to make capital contributions to the Company Partnership that are required to be made by such Member Partner pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company Partnership or the balance in any Member’s Partner's Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with the Regulations. If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any 8 <PAGE> Partner from the Partnership. The General Partner also shall make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations.

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company indebtednessPartnership indebtedness or forgives any Partnership indebtedness owing to such Partner, such payment or forgiveness shall be treated as a cash contribution by that Member Partner to the capital of the CompanyPartnership, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner. (b) Except as otherwise provided herein, no Member Partner may withdraw capital from the Partnership nor, except as required by Section 4.2(a) hereof, without the prior consent of the General Partner, may any Partner contribute capital to, or withdraw capital from, to the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the this Agreement would constitute a return of capital, each of the Members Partners consents to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such MemberPartner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such MemberPartner’s Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the Company, any other Member Partnership or any other Person Partner to restore said such deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership or any other Member Partner for any deficit balance in such venturer’s or partner’s capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member Partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d4.4(d) shall not affect any MemberPartner’s obligation to make capital contributions to the Company Partnership that are required to be made by such Member Partner pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company Partnership or the balance in any MemberPartner’s Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-l(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The General Partner shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-1 (b) of the Regulations.

Additional Provisions Regarding Capital Accounts. (a) If If, with the prior Approval of the Board, a Member pays any Company indebtednessindebtedness or forgives any Company indebtedness owing to such Member, such payment or forgiveness shall be treated as a cash contribution by that Member to the capital of the Company, and the Capital Account of such Member shall be increased by the amount so paid by such Member. If the Members do not contribute to the repayment (or share in the forgiveness) in proportion to their then Sharing Percentages, the amount deemed contributed by the Members under this Section 4.4(a) shall be treated as an Additional Capital Contribution by such Members for purposes of Section 4.2(a). (b) Except as otherwise provided herein, no Member may contribute capital to, or withdraw capital from, the Company. To the extent any monies which any Member is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members consents to the withdrawal of such capital. (c) A loan by a Member to the Company shall not be considered a contribution of money to the capital of the Company, and the balance of such Member’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member with respect to advances or other payments made by such Member on behalf of the Company or payments of fees to a Member or Related Person to such Member which are made by the Company shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such Member’s Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member with a deficit balance in its Capital Account shall have any obligation to the Company, Company or any other Member or any other Person to restore said such deficit balance. In addition, no venturer or partner in any Member shall have any liability to the Company or any other Member for any deficit balance in such venturer’s or partner’s capital account in the Member in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member (or a capital account of a partner or venturer in a Member) shall not be deemed to be a liability of such Member (or of such venturer or partner in such Member) or a Company Asset asset or property. The provisions of this Section 2.2(d4.4(d) shall not affect any Member’s obligation to make capital contributions Capital Contributions to the Company that are required to be made by such Member pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company or the balance in any Member’s Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-l(b), and shall be interpreted and applied in a manner consistent with the Regulations. If the Board of Directors determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company indebtednessPartnership indebtedness or forgives any Partnership indebtedness owing to such Partner, such payment or forgiveness shall be treated as a cash contribution by that Member Partner to the capital of the CompanyPartnership, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner. (b) Except as otherwise provided herein, no Member Partner may contribute capital to, or withdraw capital from, the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members Partners consents to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such MemberPartner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such MemberPartner’s Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the Company, any other Member Partnership or any other Person Partner to restore said such deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership or any other Member Partner for any deficit balance in such venturer’s or partner’s capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member Partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d4.3(d) shall not affect any MemberPartner’s obligation to make capital contributions to the Company Partnership that are required to be made by such Member Partner pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company Partnership or the balance in any MemberPartner’s Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The General Partner shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-1(b) of the Regulations.

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company indebtednessPartnership indebtedness or forgives any Partnership indebtedness owing to such Partner, such payment or forgiveness shall be treated as a cash contribution by that Member Partner to the capital of the CompanyPartnership, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner. (b) Except as otherwise provided herein, no Member Partner may contribute capital to, or withdraw capital from, the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members Partners consents to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such MemberPartner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such MemberPartner’s Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the Company, any other Member Partnership or any other Person Partner to restore said such deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership or any other Member Partner for any deficit balance in such venturer’s or partner’s capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member Partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d4.3(d) shall not affect any MemberPartner’s obligation to make capital contributions to the Company Partnership that are required to be made by such Member Partner pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company Partnership or the balance in any MemberPartner’s Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1 (b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The General Partner shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-1(b) of the Regulations.

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company indebtednessPartnership indebtedness or forgives any Partnership indebtedness owing to such Partner, such payment or forgiveness shall be treated as a cash contribution by that Member Partner to the capital of the CompanyPartnership, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner. (b) Except as otherwise provided herein, no Member Partner may contribute capital to, or withdraw capital from, the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members Partners consents to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such Member’s Partner's Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such Member’s Partner's Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the Company, any other Member Partnership or any other Person Partner to restore said such deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership or any other Member Partner for any deficit balance in such venturer’s 's or partner’s 's capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member Partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d4.3(d) shall not affect any Member’s Partner's obligation to make capital contributions to the Company Partnership that are required to be made by such Member Partner pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company Partnership or the balance in any Member’s Partner's Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with the Regulations. If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The General Partner also shall make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations.

Additional Provisions Regarding Capital Accounts. (a) If a Member Partner pays any Company indebtednessPartnership indebtedness or forgives any Partnership indebtedness owing to such Partner, such payment or forgiveness shall be treated as a cash contribution by that Member Partner to the capital of the CompanyPartnership, and the Capital Account of such Member Partner shall be increased by the amount so paid by such MemberPartner. (b) Except as otherwise provided herein, no Member Partner may contribute capital to, or withdraw capital from, the CompanyPartnership. To the extent any monies which any Member Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members Partners consents to the withdrawal of such capital. (c) A loan by a Member Partner to the Company Partnership shall not be considered a contribution of money to the capital of the CompanyPartnership, and the balance of such MemberPartner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member Partner with respect to advances or other payments made by such Member Partner on behalf of the Company Partnership or payments of fees to a Member or Related Person to such Member Partner which are made by the Company Partnership shall be considered a return of capital, or any other form of distribution, capital or in any manner affect the balance of such MemberPartner’s Capital Account. No Member or Related Person to such Member shall make a loan to the Company unless such loan is authorized pursuant to the provisions of the Agreement. (d) No Member Partner with a deficit balance in its Capital Account shall have any obligation to the Company, any other Member Partnership or any other Person Partner to restore said such deficit balance. In addition, no venturer or partner in any Member Partner shall have any liability to the Company Partnership or any other Member Partner for any deficit balance in such venturer’s or partner’s capital account in the Member Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member Partner (or a capital account of a partner or venturer in a MemberPartner) shall not be deemed to be a liability of such Member partner (or of such venturer or partner in such MemberPartner) or a Company Asset Partnership asset or property. The provisions of this Section 2.2(d4.3(d) shall not affect any MemberPartner’s obligation to make capital contributions to the Company Partnership that are required to be made by such Member Partner pursuant to the this Agreement. (e) Except as otherwise provided herein or in the Agreementherein, no interest will shall be paid on any capital contributed to the Company Partnership or the balance in any MemberPartner’s Capital Account. (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The General Partner shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-1(b) of the Regulations.