Common use of Capital Accounts Clause in Contracts

Capital Accounts. A capital account shall be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other 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.

Capital Accounts. A capital account The Fund shall be maintained establish and maintain separate accounts (each, a “Capital Account”) for each Owner throughout the term of the Trust Members in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (a) 3.2.1. To each Owner's Member’s Capital Account there shall be credited credited: (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsMember’s Capital Contributions, (ii) the fair market value such Member’s distributive share of any property contributed Net Profits from Operations and Net Profits from Capital Transactions in which such Member is entitled to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered participate pursuant to assume or take subject to under section 752 of the Code)this Agreement, and (iii) such Owner's Member’s distributive share of Profit and Net Profits from Temporary Investments, (iv) any items in the nature of income and or gain that are specially allocated pursuant to Sections 7.03 and 7.04 4.6, 4.7, and/or 4.8, hereof, (other than any income or gain allocated v) such Member’s distributive share of Simulated Gain or, if the Manager elects to such Owner use Actual Depletion Deductions pursuant to Section 7.03(f) in accordance with section 704(c1.704-1(b)(2)(iv)(k)(3) of the Code)Regulations, such Member’s Actual Gains, and (vi) the amount of any Fund Liabilities assumed by such Member or secured by any Fund Assets distributed to such Member; 3.2.2. The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Member’s Capital Account there shall be debited debited: (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such OwnerMember, (ii) the fair market value such Member’s distributive share of property distributed Net Losses from Operations and Net Losses from Capital Transactions in which such Member is entitled to such Owner (net of liabilities secured by such distributed property that such Owner is considered participate pursuant to assume or take subject to)this Agreement, and (iii) such Owner's Member’s distributive share of Loss and Net Losses from Temporary Investments, (iv) any items in the nature of deduction or loss or deduction that are specially allocated pursuant to Sections 7.03 4.6, 4.7, and/or 4.8, hereof, (v) either such Member’s distributive share of Simulated Losses and 7.04 (other than any deduction or loss allocated Simulated Depletion Deductions or, if the Manager elects to such Owner use Actual Depletion Deductions pursuant to Section 7.03(f1.704-1(b)(2)(iv)(k)(3) of the Regulations, such Member’s Actual Losses and Actual Depletion Deductions, and (vi) the amount of any Liabilities of such Member assumed by the Fund or which are secured by any property contributed by such Member to the Fund; 3.2.3. In the event all or a portion of a Member’s Membership Interest is transferred in accordance with section 704(c) the terms of this Agreement, the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained.extent it relates to the transferred Membership Interest; (d) 3.2.4. In determining the amount of any liability for purposes of this Section 3.2, there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations; and 3.2.5. For purposes of computing the Members’ Capital Accounts, Simulated Depletion Deductions, Simulated Gains, and Simulated Losses for each Project shall be allocated among the Members in the same proportions as they (or their predecessors in interest) were allocated the basis of such Project pursuant to Code Section 613A(c)(7)(D), the Regulations thereunder, and Section 1.704-1(b)(4)(v) of the Regulations. In accordance with Code Section 613A(c)(7)(D) and the Regulations thereunder and Section 1.704-1(b)(4)(v) of the Regulations, the adjusted basis of each Project shall be shared by the Members in the same proportions as they share Net Losses from Capital Transactions pursuant to Section 4.4 hereof for such Project. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Manager 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 that are secured by contributed or distributed property or that are assumed by the Fund or the Members), are computed in order to comply with such Regulations, the Manager may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Member pursuant to Article 12 hereof upon the dissolution of the Fund. The Manager 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 Fund capital reflected on the Fund’s balance sheet, as computed for book purposes in accordance with Regulations Section 1.704-1(b)(2)(iv)(g), 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).

Capital Accounts. A capital account 3.5.1 An individual Capital Account shall be established and maintained for each Owner throughout the term Member. The original Capital Account established for any Member who acquires a Membership Interest by virtue of the Trust an assignment or transfer in accordance with the rules terms of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there this Agreement shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704a pro-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion rata part of the Capital Account of the Owner assignor represented by such percentage of the Membership Interest as is assigned to such assignee, and, for purposes of this Agreement, such Member shall be deemed to have made a proportionate amount of the Capital Contributions made by the assignor of such Membership Interest (or made by any of such assignor's predecessors in interest). 3.5.2 The Capital Account of each Member shall be maintained in accordance with the following provisions: (a) to such Member's Capital Account, there shall be credited the amount of any cash, and the fair market value (as determined in good faith by the Manager) of any other property contributed by such Member to the capital of the LLC, such Member's allocated share of Profits and the amount of any LLC liabilities that are expressly assumed by such Member or that are secured by any LLC Property distributed to such Member; (b) to such Member's Capital Account, there shall be debited the amount of cash and the fair market value (as determined in good faith by the Manager) of any LLC Property distributed to such Member pursuant to any provision of this Agreement, such Member's allocated share of Losses and the amount of any liabilities of such Member that are assumed by the LLC or that are secured by any property contributed by such Member to the LLC; (c) from whom time to time as they deem appropriate, the transferee Owner's interest was obtained.Manager may make such modification to the manner in which the Capital Accounts are computed to comply with Treasury Regulation Section 1.704-1(b) provided that such modification is not likely to have a material effect on the amounts distributable to any Member pursuant to this Agreement; and (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulation Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such RegulationsRegulation.

Capital Accounts. (i) A capital account (“Capital Account”) shall be maintained for each Owner throughout the term of the Trust Partner in accordance with the rules of section 1.704-1(b)(2)(ivSection 704(b) of the Code and Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (aSections 1.704-1(b) To each Owner's and 1.704-2. The Capital Account there of each Partner shall be credited increased by (i) the amount of money any cash contributed by such Owner Partner to the Trust (including each Owner's share of any liabilities capital of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsPartnership, (ii) the fair market value Gross Asset Value of any property contributed or deemed contributed by such Partner to the Trust by such Owner capital of the Partnership (net of liabilities secured by such contributed property that the Trust Partnership is considered to assume, or take property subject to, under Section 752 of the Code), (iii) such Partner’s share of Profits (as determined in accordance with Section 7(a)) and (iv) any income and gain specially allocated to such Partner pursuant to Section 7(b). The Capital Account of each Partner shall be decreased by (w) the amount of all cash Distributions to such Partner, (x) the Gross Asset Value of any property distributed to such Partner by the Partnership (net of liabilities that the Partner is considered to assume or take property subject to to, under section 752 of the Code), and (iiiy) such Owner's Partner’s share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 Losses (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) as determined in accordance with section 704(c) of the CodeSection 7(a). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iiiz) such Owner's share of Loss any deductions and items of loss or deduction that are losses specially allocated to such Partner pursuant to Section 7(b). Except as otherwise provided in this Agreement, whenever it is necessary to determine the Capital Account balance of any Partner, the Capital Account balance of such Partner shall be determined after giving effect to all allocations pursuant to Sections 7.03 7(a) and 7.04 7(b) and all Capital Contributions and Distributions made or deemed made prior to the time as of which such determination is to be made. (other than ii) If all or any deduction or loss allocated to such Owner pursuant to Section 7.03(f) portion of any Partnership Interest is transferred in accordance with section 704(c) of this Agreement, the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtainedextent it relates to the transferred Partnership Interest or portion thereof. (diii) In determining the amount of any liability there The Partners’ Capital Accounts shall be taken into account section 752(cadjusted as provided in Sections 5(c)(i) of the Code and any other applicable provisions of the Code and Regulations9(g). (iv) No Partner shall be required to make up a negative balance in its Capital Account, except as provided in Section 9(d)(i). The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) applicable Regulations under Code Section 704. Subject to Section 7(b), the provisions of the Regulations, and this Agreement shall be interpreted and applied in a manner consistent with this intention. Moreover, in determining the amount of any liability for purposes hereof, Code Section 752 and the Regulations thereunder shall be applied insofar as relevant. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulations, the General Partner may make such modification, subject to Sections 7(b) and 11(e), and provided that no such modification that has a material adverse effect upon any Partner (or its direct or indirect owners) shall be made without that Partner’s consent. In addition, the Partners shall consider in good faith any reasonable requests of the Rockpoint Preferred Holders to make such modifications to this Agreement as the Rockpoint Preferred Holders, based on the advice of their legal or accounting advisors, determine are reasonably necessary or appropriate to ensure that no gain from the sale or exchange of a United States real property interest for purposes of Section 897(h)(1) of the Code is recognized by the Rockpoint Class A Preferred Holder; provided, however, that any costs or expenses, including, without limitation, any reasonable attorneys’ fees, incurred by the Partnership or any of its Subsidiaries or any Partner in connection with the foregoing shall be borne by the Rockpoint Class A Preferred Holder.

Capital Accounts. A The Partnership shall maintain for each Partner a single capital account (a "Capital Account") with respect to the Partner's Partnership Interest in accordance with the regulations issued pursuant to Code Section 704. The Capital Account of each Partner shall be maintained for each Owner throughout the term of the Trust such Partner in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (a) To each OwnerPartner's Capital Account there shall be credited (i) the amount of money cash or the Asset Value contributed to the capital of the Partnership by such Owner Partner pursuant to the Trust (including each Owner's share any provision of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulationsthis Agreement, (ii) the fair market value amounts of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such OwnerPartner's distributive share of Profit Net Income allocated pursuant to Section 6.3 and any items in the nature of income and or gain that are specially allocated pursuant to Sections 7.03 Section 6.6, and 7.04 (other than iii) the amount of any income or gain allocated to Partnership liabilities that are assumed by such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoPartner. (b) To each OwnerPartner's Capital Account there shall be debited (i) the amount of money cash or the Asset Value distributed to such Owner by the Trust (including Partner pursuant to any liabilities provision of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Ownerthis Agreement, (ii) the fair market value amounts of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such OwnerPartner's distributive share of Net Loss allocated pursuant to Section 6.3 and any items in the nature of loss expenses or deduction losses that are specially allocated pursuant to Sections 7.03 Section 6.6, and 7.04 (other than iii) the amount of any deduction or loss allocated to liabilities of such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of Partner that are assumed by the Code)Partnership. (c) The Capital Account In the event that all or a portion of a Partnership Interest is Transferred in accordance with the terms of this Agreement, the transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtainedextent that it relates to the Transferred interest. (d) In determining the amount of any liability for purposes of paragraphs (a) and (b) hereof, there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Regulations (S)(S) 1.704-1(b) and 1.704-2 in order that the allocations of the RegulationsRevenues and Costs under this Agreement are deemed to have substantial economic effect, and shall be interpreted and applied in a manner consistent with such Regulations. In the event that the Partners mutually 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 Partnership or any Partner), are computed in order to comply with such Regulations, the Partners may make such modification, provided that it is not likely to have a significant effect on the amounts distributable to any Partner hereunder upon the dissolution of the Partnership.

Capital Accounts. A separate capital account (each a "CAPITAL ACCOUNT") for each Member shall be established on the books and records of the Company and such Capital Accounts shall be maintained for each Owner throughout the term of the Trust Member in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (a) To each OwnerMember's Capital Account there shall be credited (isuch Member's Capital Contributions, such Member's distributive share of Net Profit and items in the nature of income or gain which are specially allocated to such Member pursuant to Section 6.4(f) and Section 7.2 hereof, and the amount of money contributed by such Owner to the Trust (including each Owner's share of any Company liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities Member or which are secured by such contributed any Company property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoMember. (b) To each OwnerMember's Capital Account there shall be debited (i) the amount of money distributed to such Owner by cash and the Trust (including Gross Asset Value of any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of Company property distributed to such Owner Member pursuant to any provision of the Agreement (net of liabilities secured by including amounts distributed to a Member but required to be paid on such distributed property that such Owner is considered Member's behalf directly to assume a creditor or take subject toanother party pursuant to a separate agreement), and (iii) such OwnerMember's distributive share of Net Loss and any items in the nature of loss expenses or deduction that losses which are specially allocated pursuant to Sections 7.03 Section 6.4(f) and 7.04 (other than Section 7.2 hereof, and the amount of any deduction liabilities of such Member assumed by the Company or loss allocated which are secured by any property contributed by such Member to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Company. (c) The Capital Account In the event all or a portion of a Member's Percentage Interest is transferred in accordance with the terms of the Agreement, the transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtainedextent it relates to the transferred Percentage Interest. (d) In determining the amount of any liability for purposes of Sections 6.4(a) and 6.4(b) hereof, there shall be taken into account section 752(c) of the Code Section 752 and any other applicable provisions of the Code and Treasury Regulations. (e) Immediately prior to the occurrence of an event specified in Treasury Regulation Section 1.704(b)-1(b)(2)(iv)(f)(5)(i) or (ii), the Capital Accounts of the Members shall be adjusted (consistent with the provisions hereof and Treasury Regulations under Section 704 of the Code) upward or downward to reflect any unrealized gain or unrealized loss attributable to property of the Company, as if such unrealized gain or unrealized loss had been recognized upon an actual sale of each asset immediately prior to such event and had been allocated first to equalize the Capital Accounts of the Members in proportion to their relative Percentage Interests, and then to all the Members in accordance with their Percentage Interests. The foregoing provisions In determining such unrealized gain or unrealized loss, the fair market value of the property of the Company as of any date of determination shall be reasonably determined by Majority Board Vote. This Section 6.4(e) provision is intended to meet the requirements of Treas. Reg. 1.704-1(b)(2)(iv)(f). (f) This Section 6.4 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. Notwithstanding that a particular adjustment is not set forth in this Section 6.4, the Capital Accounts of the Members shall be adjusted as required by, and in accordance with, the capital account maintenance rules of Treasury Regulations Section 1.704-1(b).

Capital Accounts. A capital account shall separate Capital Account will be maintained and adjusted for each Owner throughout the term of the Trust Member in accordance with the rules of section Code and Treasury Regulations §1.704-1(b)(2)(iv) of the Regulations as in effect from time ). With regard to timeeach Capital Account, and, to the extent not inconsistent therewith, to which the following provisions will apply: (a) To each Owner's The Capital Account there shall of each Member will be credited with: (i) the cash amount or Gross Asset Value of Capital Contributions made by that Member, (ii) the distributive share of Net Profits of that Member, (iii) any items in the nature of income or gain which are specially allocated pursuant to Section 10.2(a)-k) hereof, and (iv) the amount of any Company liabilities assumed by that Member or which are secured by any Property distributed to that Member. (b) The Capital Account of each Member will be debited with (i) the amount of money contributed by such Owner to cash and the Trust (including each Owner's share Gross Asset Value of any liabilities Property distributed to that Member pursuant to any provision of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, this LLC Agreement, (ii) the fair market value distributive share of any property contributed to the Trust by such Owner (net Net Losses of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and Member (iii) such Owner's share any items in the nature of Profit and items of income and gain that expenses or losses which are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code10.2(a)-(k). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto., and (b) To each Owner's Capital Account there shall be debited (iiv) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner that Member assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) Company or which are secured by any Property contributed by that Member to the Company. The Capital Account of the Regulations) other than amounts that are in repayment a Member who receives a distribution of debt obligations of the Trust to such Ownera promissory note, (iithe maker of which is the Company and which is not readily traded on an established securities market) will not be decreased until that Member makes a taxable disposition of that note or until (and to the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to)extent) principal payments are made on the note, and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) all in accordance with section 704(c) of the CodeTreasury Regulations §1.704-1(b)(2)(iv)(e)(2). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section for purposes of Sections 4.3(a) and 4.3(b) above, Code §752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions Treasury Regulations will be taken into account. (d) In the event of this Agreement relating a permitted Transfer of a Membership Interest in the Company, the Capital Account of the transferor will become the Capital Account of the transferee to the maintenance of extent it relates to the transferred Membership Interest in accordance with Treasury Regulations §1.704-1(b)(2)(iv)(I). (e) The manner in which Capital Accounts are to be maintained pursuant to this Section 4.3 is intended to comply with section the requirements of Code §704(b) and Treasury Regulations §1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations.1

Capital Accounts. A capital account (a) The Partnership shall be maintained maintain for each Owner throughout Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the term nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Trust Code or any other method acceptable to the Management Committee) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of section Treasury Regulation §1.704-1(b)(2)(iv) ). The aggregate amount in the Capital Accounts existing as of the Regulations Effective Date hereof shall be based on the assets and liabilities owned by the Partnership as of the Effective Date hereof and allocated between the Partners in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's accordance with their Percentage Interests. Each Partner’s Capital Account there shall be credited increased by (i) the amount of money contributed by such Owner that Partner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsPartnership, (ii) the fair market value of any property contributed by that Partner to the Trust by such Owner Partnership (net of liabilities secured by such contributed property that the Trust Partnership is considered to assume or take subject to under section Section 752 of the Code), and (iii) such Owner's share allocations to that Partner of Profit and items of Partnership income and gain that are specially allocated pursuant to Sections 7.03 (or items thereof), including income and 7.04 (other than any gain exempt from tax and income or and gain allocated to such Owner pursuant to Section 7.03(f) described in accordance with section 704(c) of the CodeTreasury Regulation §1.704-1(b)(2)(iv)(g). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there , but excluding income and gain described in Treasury Regulation §1.704-1(b)(4)(i), and shall be debited decreased by (iiv) the amount of money distributed to such Owner that Partner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such OwnerPartnership, (iiv) the fair market value of property distributed to such Owner that Partner by the Partnership (net of liabilities secured by such distributed property that such Owner Partner is considered to assume or take subject toto under Section 752 of the Code), and (iiivi) such Owner's share allocations to that Partner of Loss and items expenditures of loss the Partnership described (or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(ftreated as described) in accordance with section 704(cSection 705(a)(2)(B) of the Code, and (vii) allocations of Partnership loss and deduction (or items thereof). , including loss and deduction described in Treasury Regulation §1.704-1(b)(2)(iv)(g), but excluding items described in (cvi) above and loss or deduction described in Treasury Regulation §1.704-1(b)(4)(i) or 1.704-1(b)(4)(iii). The Partners’ Capital Accounts shall also be maintained and adjusted as permitted by the provisions of Treasury Regulation §1.704-1(b)(2)(iv)(f) and as required by the other provisions of Treasury Regulation §§1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Partners of depreciation, depletion, amortization, and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treasury Regulation §1.704-1(b)(2)(iv)(g). Thus, the Partners’ Capital Accounts shall be increased or decreased to reflect a revaluation of the Partnership’s property on its books based on the fair market value of the Partnership’s property on the date of adjustment (as determined pursuant to Section 4.5(b)), immediately prior to (A) the contribution of money or other property to the Partnership by a new or existing Partner as consideration for a Partnership Interest or an increased Percentage Interest, (B) the distribution of money or other property by the Partnership to a Partner as consideration for a Partnership Interest, or (C) the liquidation of the Partnership. A Partner who has more than one Partnership Interest shall have a single Capital Account that reflects all such Partnership Interests, regardless of the class of Partnership Interests owned by such Partner and regardless of the time or manner in which such Partnership Interests were acquired. Upon the Disposition of all or a portion of a transferee Owner shall include the appropriate portion of Partnership Interest, the Capital Account of the Owner from whom Disposing Partner that is attributable to that Partnership Interest shall carry over to the transferee Owner's interest was obtainedAssignee in accordance with the provisions of Treasury Regulation §1.704-1(b)(2)(iv)(l). The Capital Accounts shall not be deemed to be, nor have the same meaning as, the capital account of the Partnership under the NGA. (db) In determining Whenever the amount of any liability there shall be taken into account section 752(c) fair market value of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating Partnership’s property is required to be determined pursuant to the maintenance third and fourth sentences of Capital Accounts are intended to comply with section 1.704-1(b) of Section 4.5(a), the Regulations, and Management Committee shall be interpreted and applied establish the fair market value in a manner consistent with such Regulationsnotice to the Partners.

Capital Accounts. A capital account shall Capital Account will be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(ivMember and credited, charged and otherwise adjusted as required by § 704(b) of the Regulations as in effect from time to time, and, to Code and the extent not inconsistent therewith, to which the following provisions apply: (a§ 704(b) To each Owner's Regulations. Each Member’s Capital Account there shall be credited (will be: [a] Credited with [i) ] the amount of money contributed by such Owner to the Trust (including each Owner's share Member as an Initial Capital Contribution or Additional Capital Contribution, [ii] the Fair Market Value of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to by the Trust by such Owner Member as an Initial Capital Contribution or Additional Capital Contribution (net of liabilities secured by such contributed property that the Trust is considered to assume Company assumes or take takes property subject to under section 752 of the Codeto), and ([iii) such Owner's ] the Member’s allocable share of Profit Net Income, and [iv] all other items of income and gain that are specially allocated pursuant properly credited to Sections 7.03 and 7.04 (other than such Capital Account, including any income Income or gain items thereof allocated to such Owner pursuant to Section 7.03(f) in accordance Member under Sections 4.2 through 4.12; [b] Charged with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited ([i) ] the amount of money distributed to such Owner the Member by the Trust (including any liabilities of such Owner assumed by Company, [ii] the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value Fair Market Value of property distributed to such Owner the Member by the Company (net of liabilities secured by such distributed property that such Owner is considered to assume the Member assumes or take takes subject to), and ([iii) such Owner's ] the Member’s allocable share of Loss Net Losses, and [iv] all other items of loss properly charged to such Capital Account, including any Losses or deduction that are deductions specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant Member under Sections 4.2 through 4.12; and [c] Otherwise adjusted as required by the § 704(b) Regulations. Any unrealized appreciation or depreciation with respect to Section 7.03(f) any asset distributed in kind will be allocated among the Members in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of Article 4 as though such asset had been sold on the Code date of Distribution for its Fair Market Value as of such date, and Regulationsthe Members’ Capital Accounts will be adjusted to reflect both the deemed realization of such appreciation or depreciation and the Distribution of such property. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of the Capital Accounts are intended to comply with section 1.704-1(bthe § 704(b) of the Regulations, Regulations and shall will be interpreted and applied in a manner consistent with such Regulations and any amendment or successor provision thereto. The Tax Matters Partner also will make any appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with the Regulations, so long as such changes would not cause a material change in the relative economic benefits of the Members under this Agreement.

Capital Accounts. A capital account separate "Capital Account" (herein so called) shall be maintained for each Owner throughout the term of the Trust Partner in accordance with the capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations as Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of interests in effect from the Partnership owned by such Partner and regardless of the time to time, and, or manner in which such interests were acquired by such Partner. Pursuant to the extent not inconsistent therewithbasic rules of section 1.704-1(b)(2)(iv) of the Regulations, to which the following provisions applybalance of each Partner's Capital Account: (a) To each Owner's Capital Account there shall be credited (i) increased by the amount of money contributed by such Owner Partner (or such Partner's predecessor in interest) to the Trust Partnership (including each Ownerbut not limited to such Partner's share of any liabilities Capital Contributions described in Article V of the Trust assumed Agreement) and decreased by the amount of money distributed to such Owner as provided Partner (or such Partner's predecessor in section 1.704-1(b)(2)(iv)(cinterest); (b) of the Regulations, (ii) shall be increased by the fair market value (determined without regard to section 7701(g) of any the Code) of each property contributed by such Partner (or such Partner's predecessor in interest) to the Trust by such Owner Partnership (net of liabilities secured by such contributed property that the Trust Partnership is considered to assume or take subject to under section 752 of the Code), and decreased by the fair market value (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant determined without regard to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c7701(g) of the Code). The initial Capital Contributions ) of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner Partner (or such Partner's predecessor in interest) by the Partnership (net of liabilities secured by such distributed property that such Owner Partner is considered to assume or take subject toto under section 752 of the Code), and ; (iiic) shall be increased by the amount of Adjusted Net Income or item of income or gain or Book Gain allocated to such OwnerPartner (or such Partner's share predecessor in interest) pursuant to Section 3.1 hereof; (d) shall be decreased by the amount of Adjusted Net Loss and items or item of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss Book Loss allocated to such Owner Partner (or such Partner's predecessor in interest) pursuant to Section 7.03(f3.1 hereof; and (e) shall be otherwise adjusted in accordance with the other capital account maintenance rules of section 704(c1.704-1(b)(2)(iv) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions of this Section 2.1 and the other provisions of this Agreement Exhibit C 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. The Partners shall also make any appropriate modification if unanticipated events might otherwise cause this Exhibit C and the Agreement not to comply with such Regulations. If any Interest is transferred pursuant to the terms of the Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent the Capital Account is attributable to the transferred Interest.

Capital Accounts. Section 9.1 A capital account single Capital Account shall be established and maintained for each Owner throughout the term Member (regardless of the Trust class of Interests owned by such Member and regardless of the time or manner in which such Interests were acquired) in accordance with the capital accounting rules of section Section 704(b) of the Code, and the regulations thereunder (including without limitation Section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to timeIncome Tax Regulations). In general, andunder such rules, to the extent not inconsistent therewith, to which the following provisions applya Member's Capital Account shall be: (aA) To each Owner's Capital Account there shall be credited increased by: (i) the amount of money contributed pursuant to Article 8 by such Owner the Member to the Trust Company (including each Owner's share the amount of any Company liabilities of the Trust that are assumed by such Owner as provided Member other than in section 1.704-1(b)(2)(iv)(c) connection with distribution of the RegulationsCompany property); and, (ii) the fair market value of any property contributed allocations to the Trust by such Owner (net Member of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of Company income and gain that are specially allocated pursuant to Sections 7.03 (or item thereof), including income and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto.exempt from tax; and (bB) To each Owner's Capital Account there shall be debited decreased by (i) the amount of money distributed to such Owner the Member by the Trust Company (including any liabilities the amount of such Owner Member’s individual liabilities that are assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) Company other than amounts that are in repayment connection with contribution of debt obligations of property to the Trust to such OwnerCompany), (ii) allocations to the fair market value Member of property distributed expenditures of the Company not deductible in computing its taxable income and not properly chargeable to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to)capital account, and (iii) such Owner's share allocations to the Member of Loss Company loss and items of loss deduction (or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to item thereof). Section 7.03(f) in accordance with section 9.2 Where Section 704(c) of the Code)Code applies to Company property or where Company property is revalued pursuant to paragraph (b)(2)(iv)(t) of Section 1.704-1 of the Income Tax Regulations, each Member’s Capital Account shall be adjusted in accordance with paragraph (b)(2)(iv)(g) of Section 1.704-1 of the Income Tax Regulations as to allocations to the Members of depreciation, depletion, amortization, and gain or loss, as computed for book purposes with respect to such property. (c) Section 9.3 The Members shall direct the Company’s accountants to make all necessary adjustments in each Member’s Capital Account as required by the capital accounting rules of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(cSection 704(b) of the Code and the regulations thereunder. Ten or more Members, acting collectively, shall notify the Manager of any other applicable provisions non-de minimus adjustments such Members believe that the Members’ Capital Accounts require. The Company may cure any discrepancies after an analysis at the Manager’s sole discretion. After analysis of the Code Members’ Capital Accounts, if there is a dispute, the Company and Regulationsthe Members shall make a good faith effort to resolve the issue. If such cannot be resolved, the Company shall hire an independent Certified Public Accountant (“CPA”) to make a determination. The foregoing provisions Company and the other provisions of this Agreement relating Member(s) agree to be bound by 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 Regulationsindependent CPA’s determination.

Capital Accounts. A capital account shall be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-Regulation ss.1.704- 1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-Regulation Section 1.704- 1(b)(2)(iv)(c) of the Regulations)), (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the CodeCode ss.752), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections Section 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)7.04. The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section Regulation Section 1.704-1(b)(2)(iv)(c) of the Regulations)) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)7.04. (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such Regulations.

Capital Accounts. A capital account 3.6.1 An individual Capital Account shall be established and maintained for each Owner throughout the term Member. The original Capital Account established for any Member who acquires a Membership Interest by virtue of the Trust an assignment or transfer in accordance with the rules terms of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there this Agreement shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704a pro-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion rata part of the Capital Account of the Owner assignor represented by such percentage of the Membership Interest as is assigned to such assignee, and, for purposes of this Agreement, such Member shall be deemed to have made a proportionate amount of the Capital Contributions made by the assignor of such Membership Interest (or made by any of such assignor's predecessors in interest). 3.6.2 The Capital Account of each Member shall be maintained in accordance with the following provisions: (a) to such Member's Capital Account, there shall be credited the amount of any cash, and the fair market value (as determined in good faith by a majority of the authorized number of Managers) of any other property contributed by such Member to the capital of the LLC, such Member's distributive share of Profits and the amount of any LLC liabilities that are expressly assumed by such Member or that are secured by any LLC Property distributed to such Member; (b) to such Member's Capital Account, there shall be debited the amount of cash and the fair market value (as determined in good faith by a majority of the authorized number of Managers) of any LLC Property distributed to such Member pursuant to any provision of this Agreement, such Member's distributive share of Losses and the amount of any liabilities of such Member that are assumed by the LLC or that are secured by any property contributed by such Member to the LLC; (c) from whom time to time as they deem appropriate, a majority of the transferee Owner's interest was obtained.authorized number of Managers may make such modification to the manner in which the Capital Accounts are computed to comply with Treasury Regulation Section 1.704-l(b) provided that such modification is not likely to have a material effect on the amounts distributable to any Member pursuant to this Agreement; and (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulation Section 1.704-1(b) of the Regulationsl(b), and shall be interpreted and applied in a manner consistent with such RegulationsRegulation.

Capital Accounts. A capital account The Partnership shall maintain for each Interest Holder a single Capital Account with respect to the Interest Holder's Partnership Interest in accordance with the regulations issued pursuant to Section 704 of the Code. The Capital Account of each Interest Holder shall be maintained for each Owner throughout the term of the Trust such Person in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (a) To each OwnerPerson's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each OwnerPerson's Capital Contributions, and such Person's distributive share of Profits and any liabilities of items in the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items nature of income and or gain that which are specially allocated pursuant to Sections 7.03 Section 6.4 or Section 6.5 or Section 6.6.5 hereof, and 7.04 (other than the amount of any income Partnership liabilities which are assumed by such Person or gain allocated which are secured by any Partnership property distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoPerson. (b) To each OwnerPerson's Capital Account there shall be debited (i) the amount of money cash and the Agreed Value of any Partnership property distributed to such Owner by Person pursuant to any provision of this Agreement, such Person's distributive share of Losses and any items in the Trust (including nature of expenses or losses which are specially allocated pursuant the Section 6.4 or Section 6.5 or Section 6.6.5 hereof, and the amount of any liabilities of such Owner Person which are assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that Partnership or which are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by any property contributed by such distributed property that such Owner is considered Person to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Partnership. (c) The Capital Account In the event that all or a portion of a Partnership Interest is transferred in accordance with the terms of this Agreement, the transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtainedextent that it relates to the transferred interest. (d) In determining the amount of any liability for purposes of paragraphs (a) and (b) of this definition, there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Partnership by the maker of the note shall not be included in the Capital Account of any Interest Holder until the Partnership makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2). The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Regulations Sections 1.704-1(b) of the Regulationsand 1.704-2, and shall be interpreted and applied in a manner consistent with such Regulations. To the extent that such Regulations require that adjustments other than those set out above or in Section 6.4.6 be made to the Capital Accounts of the Partners, such adjustments shall be made, but without duplication of any 10 such required adjustments that are effected through the definitions of "Profits" and "Losses" or Section 6.4.6 or Section 6.6.6.

Capital Accounts. A separate capital account (the “Capital Account”) shall be maintained for each Owner throughout the term of the Trust Member in accordance with the rules of section Section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to timeRegulations. Without limiting the foregoing, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there of each Member shall be credited increased by (i) the amount of money contributed any Capital Contributions made by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsMember, (ii) the amount of Income allocated to such Member and (iii) the amount of income or profits, if any, allocated to such Member not otherwise taken into account in this Section. The Capital Account of each Member shall be reduced by (i) the amount of any cash and the fair market value of any property contributed distributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner Member by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner Company (net of liabilities secured by such distributed property that such Owner the Member is considered to assume or take subject to), (ii) the amount of Loss allocated to the Member and (iii) the amount of expenses or losses, if any, allocated to such Owner's share Member not otherwise taken into account in this Section. The Capital Accounts of Loss and items the Members shall not be increased or decreased pursuant to Regulations Section 1.704-1(b)(2)(iv)(f) to reflect a revaluation of the Company’s assets on the Company’s books in connection with any contribution of money or other property to the Company pursuant to ARTICLE II by existing Members. If any property other than cash is distributed to a Member, the Capital Accounts of the Members shall be adjusted as if such property had instead been sold by the Company for a price equal to its fair market value, the gain or loss or deduction that are specially allocated pursuant to Sections 7.03 Section 7, and 7.04 (other than the proceeds distributed in the manner set forth in Section 5.1 or Section 6.3. No Member shall be obligated to restore any deduction or loss allocated to such Owner pursuant to Section 7.03(f) negative balance in accordance with section 704(c) of the Code). (c) The its Capital Account. No Member shall be compensated for any positive balance in its Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulationsexcept as otherwise expressly provided herein. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section the provisions of Regulations Section 1.704-1(b1(b)(2) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations.

Capital Accounts. A capital account shall Capital Account will be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv---------------- Member and credited, charged and otherwise adjusted as required by (S) 704(b) of the Regulations as in effect from time to time, and, to Code and the extent not inconsistent therewith, to which the following provisions apply: (aS) To each Owner704(b) Regulations. Each Member's Capital Account there shall be credited (will be: [a] Credited with [i) ] the amount of money contributed by such Owner to the Trust (including each Owner's share Member as an Initial Contribution or an Additional Contribution, [ii] the Fair Market Value of any liabilities of assets contributed by the Trust assumed by such Owner Member as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner an Initial Contribution or Additional Contribution (net of liabilities secured by such contributed property that the Trust is considered to assume Company assumes or take takes subject to under section 752 of the Codeto), and ([iii) such Owner] the Member's allocable share of Profit Profits and [iv] all other items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated properly credited to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited as required by the (S) 704(b) Regulations; [b] Charged with [i) ] the amount of money distributed to such Owner the Member by the Trust (including any liabilities Company, [ii] the Fair Market Value of such Owner assumed assets distributed to the Member by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner Company (net of liabilities secured by such distributed property that such Owner is considered to assume the Member assumes or take takes subject to), and ([iii) such Owner] the Member's allocable share of Loss Losses and [iv] all other items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated properly charged to such Owner pursuant Capital Account as required by the (S) 704(b) Regulations; and [c] Otherwise adjusted as required by the (S) 704(b) Regulations. Any unrealized appreciation or depreciation with respect to Section 7.03(f) any asset distributed in kind will be allocated among the Members in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of Article 4 as though such asset had been sold for its Fair Market Value on the Code date of Distribution and Regulationsthe Members' Capital Accounts will be adjusted to reflect both the deemed realization of such appreciation or depreciation and the Distribution of such property. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(bthe (S) of the Regulations, 704(b) Regulations and shall will be interpreted and applied in a manner consistent with such Regulations and any amendment or successor provision thereto. The Members will cause appropriate modifications to be made if unanticipated events might otherwise cause this Agreement not to comply with the (S) 704(b) Regulations, so long as such modifications do not cause a material change in the relative economic benefits of the Members under this Agreement.

Capital Accounts. A capital account shall separate Capital Account will be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply:Member. (a) To each OwnerEach Member's Capital Account there shall be credited increased by: (i) the The amount of money cash contributed by such Owner the Member to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, Company; (ii) the The fair market value of any property or other assets contributed by Member to the Trust by such Owner Company (net of liabilities secured by such contributed property that the Trust Company is considered to assume or take subject to under section 752 of the CodeCode Section 752), and ; (iii) such Owner's share Allocations to the Member of Profit Net Profits and any items in the nature of income and or gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner the Member pursuant to Section 7.03(f8.3 hereof; and (iv) Allocations to the Member of income exempt from tax described in accordance with section 704(c) of the CodeCode Section 705(a)(1)(B). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each OwnerEach Member's Capital Account there shall will be debited decreased by: (i) the The amount of money cash distributed to such Owner the Member by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, Company; (ii) the The fair market value of property or other assets distributed to such Owner the Member by the Company (net of liabilities secured by such distributed property that such Owner Member is considered to assume or take subject toto under Code Section 752), and ; (iii) such Owner's share Allocations to the Member of Loss Net Losses and expenditures described in Code Section 705(a)(2)(B) pertaining to expenditures that are not deductible for tax purposes; and (iv) Allocations to the Member of any items in the nature of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner the Member pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)8.3 hereof. (c) The Capital Account In the event of a transferee Owner shall include permitted sale or exchange of a Membership Interest in the appropriate portion of Company, the Capital Account of the Owner from whom transferor shall become the Capital Account of the transferee Owner's interest was obtainedto the extent it relates to the transferred Membership Interest in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of manner in which Capital Accounts are to be maintained pursuant to this Section 8.3 is intended to comply with section 1.704-1(bthe requirements of Code Section 704(b) and the Treasury Regulations promulgated thereunder. If in the opinion of the RegulationsCompany's independent auditors the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 7.3 should be modified to comply with Code Section 704(b) and the Treasury Regulations thereunder, and then notwithstanding anything to the contrary contained in the preceding provisions of this Section 7.3, the method in which Capital Accounts are maintained shall be interpreted so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members. (e) Except as otherwise required in the Delaware Act (and applied subject to Sections 7.1 and 7.2 above), no Member shall have any liability to restore all or any portion of a deficit balance in a manner consistent with such RegulationsMember's Capital Account.

Capital Accounts. A capital account separate Capital Account shall be maintained for each Owner throughout the term of the Trust Partner. Each Partner's Capital Account shall be adjusted as set forth below in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply:this Section 3.5. (a) A. To each OwnerPartner's Capital Account there shall be credited (i) such Partner's Capital Contributions, such Partner's distributive share of Profits and any items in the nature of income or gain which are specifically allocated pursuant to Section 7.2, and the amount of money contributed by such Owner to the Trust (including each Owner's share of any Partnership liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities Partner or which are secured by such contributed any Partnership property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoPartner. (b) B. To each OwnerPartner's Capital Account there shall be debited (i) the amount of money cash and the Gross Asset Value of any Partnership property distributed to such Owner by Partner pursuant to any provision of this Agreement, such Partner's distributive share of Losses and any items in the Trust (including nature of expenses or losses which are specifically allocated pursuant to Section 7.2, and the amount of any liabilities of such Owner Partner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that Partnership or which are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by any property contributed by such distributed property that such Owner Partner to the Partnership. C. In the event all or a portion of a Partnership Interest is considered to assume or take subject to), and transferred in accordance with the terms of this Agreement (iii) such Owner's share including a transfer of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner Units pursuant to Section 7.03(f) in accordance with section 704(c) of 3.2), the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtainedextent it relates to the transferred Partnership Interest. (d) D. In determining the amount of any liability for purposes of Sections 3.5.A and 3.5.B, there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions . E. This Section 3.5 and the other provisions of this Agreement relating to the maintenance of Capital Accounts (and the determination of credits and debits thereto) are intended to comply with section 1.704-1(bSection 704(b) of the Code and Regulations Section 1. 704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, (i) allocations pursuant to Article 7 or (ii) debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership or the Partners) are computed in order to comply with such Regulations or more accurately reflect the Partners' interests in the Partnership, the General Partner may make such modification. The General Partner also may (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g), (ii) make any appropriate modifications in the event unanticipated events (for example, the acquisition by the Partnership of oil or gas properties) might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b), and (iii) adopt such conventions and make such elections for purposes of

Capital Accounts. A capital account shall be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv1.704­1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's ’s Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's ’s share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c1.704­1(b)(2)(iv)(c) of the Regulations), (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's ’s share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's ’s Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c1.704­1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's ’s share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's ’s interest was obtained. (d) In determining the amount of any liability liability, there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b1.704­1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations.

Capital Accounts. (a) A capital account separate “Capital Account” shall be established and maintained for each Owner throughout the term of the Trust Partner in accordance with the rules of section set forth in Section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(cl(b) of the Regulations. Subject to the foregoing, generally the Capital Account of each Partner shall be credited with the sum of (iii) all cash and the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured assumed by the Partnership and liabilities to which such property is subject) contributed to the Partnership by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code)Partner as provided in this Agreement, and (iiiii) such Owner's share all Net Profits of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain the Partnership allocated to such Owner Partner pursuant to Article 9, and shall be debited with the sum of (x) all Net Losses of the Partnership allocated to such Partner pursuant to Article 9, (y) such Partner’s distributive share of expenditures of the Partnership described in Section 7.03(f) in accordance with section 704(c705(a)(2)(B) of the Code), and (z) all cash and the fair market value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner pursuant to Article 8. The initial Any references in any Article or Section of this Agreement to the Capital Contributions Account of each Owner are a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth on Schedule A attached heretoabove. (b) To each Owner's The following additional rules shall apply in maintaining Capital Account there shall be debited Accounts. (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided Amounts described in section 1.704-1(b)(2)(iv)(c) Section 709 of the Regulations) Code (other than amounts that are with respect to which an election is in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to effect under Section 7.03(f) in accordance with section 704(c709(b) of the Code) shall be treated as described in Section 705(a)(2)(B) of the Code. (ii) In the case of a contribution to the Partnership of a promissory note (other than a note that is readily tradable on an established securities market), the Capital Account of the Partner contributing such note shall not be increased until (a) the Partnership makes a taxable disposition of such note, or (b) principal payments are made on such note. (iii) If property is contributed to the Partnership, Capital Accounts shall be adjusted in accordance with Treasury Regulation Section 1.704-l(b)(2)(iv)(d) and 1.704- l(b)(2)(iv)(g). (iv) If, in any fiscal year of the Partnership, the Partnership has in effect an election under Section 754 of the Code, Capital Accounts shall be adjusted in accordance with Treasury Regulation Section 1.704-l(b)(2)(iv)(m). (c) The Capital Account of a transferee Owner shall include It is the appropriate portion intention of the Capital Account Partners to satisfy the capital account maintenance requirements of Treasury Regulation Section 1.704-l(b)(2)(iv), and the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of defining Capital Accounts are intended to comply with section 1.704-1(b) such provisions. If the General Partner determines that adjustments to Capital Accounts are necessary to comply with such regulations, then the adjustments shall be made provided it does not materially impact upon the manner in which property is distributed to the Partners in liquidation of the RegulationsPartnership. (d) Except as may otherwise be provided in this Agreement, and whenever it is necessary to determine the Capital Account of a Partner, the Capital Account of such Partner shall be interpreted determined after giving effect to all allocations and applied in distributions for transactions effected prior to the time as of which such determination is to be made. Any Partner, including any substitute Partner, who shall acquire an interest or whose interest shall be increased by means of a manner consistent with Transfer to him of all or part of the interest of another Partner, shall have a Capital Account which reflects such RegulationsTransfer.

Capital Accounts. A separate capital account ("Capital Account") shall be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply:Partner. (a) A. To each OwnerPartner's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each OwnerPartner's Capital Contributions, such Partner's distributive share of Profits and any liabilities of items in the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items nature of income and or gain that which are specially allocated pursuant to Sections 7.03 Section 7.3, Section 7.4 or Section 14.2(C) hereof, and 7.04 (other than the amount of any income Partnership liabilities assumed by such Partner or gain allocated which are secured by any Partnership property distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoPartner. (b) B. To each OwnerPartner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by cash and the Trust (including Gross Asset Value of any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of Partnership property distributed to such Owner (net Partner pursuant to any provision of liabilities secured by this Agreement, such distributed property that such Owner is considered to assume or take subject to), and (iii) such OwnerPartner's distributive share of Loss Losses and any items in the nature of loss expenses or deduction that losses which are specially allocated pursuant to Sections 7.03 Section 7.3 or Section 7.4 hereof, and 7.04 the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership. C. In the event all or a portion of a Partnership Interest is transferred in accordance with the terms of this Agreement (other than any deduction or loss allocated to such Owner including a transfer of OP Units in exchange for Common Shares, pursuant to Section 7.03(f) in accordance with section 704(c) of 3.2(C)), the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtainedextent it relates to the transferred Partnership Interest. (d) D. In determining the amount of any liability for purposes of Sections 3.4(A) and 3.4(B) above, there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions . E. This Section 3.4 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner 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 Partnership, or the Partners) are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any Partner pursuant to Section 14 below upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g), and (ii) make any appropriate modifications in the event unanticipated events (for example, the acquisition by the Partnership of oil or gas properties) might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

Capital Accounts. A capital account The Partnership shall maintain for each Interest Holder a single Capital Account with respect to the Interest Holder's Partnership Interest in accordance with the regulations issued pursuant to Section 704 of the Code. The Capital Account of each Interest Holder shall be maintained for each Owner throughout the term of the Trust such Person in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (a) To each OwnerPerson's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each OwnerPerson's Capital Contributions, and such Person's distributive share of Profits and any liabilities of items in the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items nature of income and or gain that which are specially allocated pursuant to Sections 7.03 Section 6.4 or Section 6.5 or Section 6.6.5 hereof, and 7.04 (other than the amount of any income Partnership liabilities which are assumed by such Person or gain allocated which are secured by any Partnership property distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoPerson. (b) To each OwnerPerson's Capital Account there shall be debited (i) the amount of money cash and the Agreed Value of any Partnership property distributed to such Owner by Person pursuant to any provision of this Agreement, such Person's distributive share of Losses and any items in the Trust (including nature of expenses or losses which are specially allocated pursuant the Section 6.4 or Section 6.5 or Section 6.6.5 hereof, and the amount of any liabilities of such Owner Person which are assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that Partnership or which are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by any property contributed by such distributed property that such Owner is considered Person to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Partnership. (c) The Capital Account In the event that all or a portion of a Partnership Interest is transferred in accordance with the terms of this Agreement, the transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtainedextent that it relates to the transferred interest. (d) In determining the amount of any liability for purposes of paragraphs (a) and (b) of this definition, there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Partnership by the maker of the note shall not be included in the Capital Account of any Interest Holder until the Partnership makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)(d)(2). The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Regulations Sections 1.704-1(b) of the Regulationsand 1.704-2, and shall be interpreted and applied in a manner consistent with such Regulations. To the extent that such Regulations require that adjustments other than those set out above or in Section 6.4.6 be made to the Capital Accounts of the Partners, such adjustments shall be made, but without duplication of any such required adjustments that are effected through the definitions of "Profits" and "Losses" or Section 6.4.6 or Section 6.6.6.

Capital Accounts. A capital account For tax purposes, a separate Capital Account shall be established and maintained for each Owner throughout the term of the Trust Partner in accordance with the rules of section Code Section 704 and Treasury Regulation Section 1.704-1(b)(2)(iv1(b) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which and the following provisions applyprovisions: (a) To each Owner's Generally, the Capital Account there of a Partner shall be credited consist of the Partner’s initial Capital Contribution increased by: (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided additional Capital Contributions in section 1.704-1(b)(2)(iv)(c) of the Regulationscash, (ii) the fair market value of any Capital Contribution of property contributed to the Trust by such Owner in kind (net of liabilities secured by securing such contributed property that the Trust Partnership is considered to assume or take subject to to, under section Section 752 of the Code), and (iii) such Owner's Partner’s share of Profit and Partnership profits (or items of thereof allocated pursuant to Article 4), including income and gain that are specially allocated pursuant to Sections 7.03 exempt from tax, and 7.04 decreased by (other than any income or gain allocated iv) distributions in cash to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such OwnerPartner, (iiv) the fair market value of property distributed in kind to such Owner Partner (net of liabilities secured by securing such distributed property that such Owner Partner is considered to assume or take subject to, under Section 752 of the Code), (vi) such Partner’s share of Partnership losses allocated pursuant to Article 4, and (iiivii) such Owner's Partner’s share of Loss and items expenditures of loss the Partnership described or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to treated as described in Section 7.03(f) in accordance with section 704(c705(a)(2)(B) of the Code). (b) If any interest in the Partnership, or a portion thereof, is transferred in accordance with this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulation 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 are computed to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Partner pursuant to Articles 4 and 8 hereof. The General Partner also may make any appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulation Section 1.704-1(b).

Capital Accounts. A capital account (a) The Partnership shall be maintained maintain a separate Capital Account for each Owner throughout the term of the Trust Partner in accordance with the rules provisions of section 1.704-1(b)(2)(ivthis Section 3.4. (b) of the Regulations as in effect from time to time, and, Each Partner’s Capital Account shall have an initial balance equal to the extent not inconsistent therewith, Partner’s initial Capital Contribution to which the following provisions apply:Partnership. (ac) To each Owner's Each Partner’s Capital Account there shall be credited increased by the sum of (i) the amount of money contributed by any Net Profit allocated to such Owner Partner’s Capital Account pursuant to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsSections 4.1 and 4.4, (ii) the fair market value amount of any property contributed redemption or transfer charge which is required to be credited to the Trust Capital Accounts of continuing Partners pursuant to Section 6.1(i) or Section 6.3(f), (iii) any decreases in any reserves recorded by such Owner (net of liabilities secured by such contributed property that the Trust is considered Partnership pursuant to assume or take subject to under section 752 of the CodeSection 5.5(a), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant any receipt determined to Sections 7.03 and 7.04 (other than any income or gain allocated be applicable to such Owner a prior Fiscal Period pursuant to Section 7.03(f) 5.5(b), to the extent that such receipt is not credited to such Partner’s Capital Account in accordance with section 704(csuch Partner’s then current Partnership Percentage, and (iv) in the case of the Code). The initial Capital Contributions General Partner, the amount of each Owner are set forth on Schedule A attached heretoany Incentive Allocation which is required to be credited in accordance with Section 4.3. (bd) To each Owner's Each Partner’s Capital Account there shall be debited reduced by the sum of (i) the amount of money any cash and the value of any property withdrawn by or distributed to such Owner by the Trust (Partner pursuant to Section 6.3 or 8.2, including any liabilities of amount deducted from any such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust withdrawal or distribution pursuant to such OwnerSection 6.3(f), (ii) the fair market value amount of property distributed any Net Loss allocated to such Owner Partner’s Capital Account pursuant to Sections 4.1 and 4.4, (net of liabilities secured iii) any withholding taxes or other expense items charged to such Partner’s Capital Account pursuant to Sections 4.2 and 6.4, (iv) any Incentive Allocation charged to such Partner’s Capital Account pursuant to Section 4.3, (v) any increase in any reserve recorded by such distributed property that such Owner is considered the Partnership pursuant to assume or take subject toSection 5.5(a), and (iiivi) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant any payment determined to Sections 7.03 and 7.04 (other than any deduction or loss allocated be applicable to such Owner a prior Fiscal Period pursuant to Section 7.03(f) 5.5(b), to the extent that such payment is to be charged to such Partner’s Capital Account on a basis which is not in accordance with section 704(c) the current respective Partnership Percentages of the Code)all Partners. (ce) The In the event that a Limited Partner makes an additional Capital Contribution pursuant to Section 3.2(b), then such Partner’s Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining be increased in the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of such additional Capital Contribution in accordance with 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 RegulationsSection 3.4.

Capital Accounts. A capital account Capital Account (herein so called) shall be established and maintained for each Owner throughout Partner for the full term of the Trust this Agreement in accordance with the capital accounting rules of section Section 1.704-1(b)(2)(iv) of the Regulations as Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of Units or other interests in effect from the Partnership owned by such Partner and regardless of the time to time, and, to the extent not inconsistent therewith, to or manner in which the following provisions applysuch Units or other interests were acquired by such Partner. The balance of each Partner's Capital Account shall be: (a) To each Owner's Capital Account there shall be credited (i) Increased by the amount of money contributed by such Owner Partner to the Trust (including each Owner's share of any liabilities capital of the Trust assumed Partnership pursuant to this Article 4 and decreased by the amount of money distributed to such Owner as provided in section 1.704-1(b)(2)(iv)(cPartner pursuant to Article 6 hereof; (b) of the Regulations, (ii) Increased by the fair market value of any all property (determined without regard to Section 7701(g) of the Code) contributed by such Partner to the Trust by such Owner capital of the Partnership pursuant to this Article 4 (net of all liabilities secured by such contributed property that the Trust Partnership is considered to assume or take subject to under section Section 752 of the Code), ) and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner decreased by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of all property (determined without regard to Section 7701(g) of the Code) distributed to such Owner Partner by the Partnership pursuant to Article 6 or 15 hereof (net of all liabilities secured by such distributed property that such Owner Partner is considered to assume or take subject toto under Section 752 of the Code), and ; (iiic) Increased by the amount of each item of Partnership profit allocated to such Owner's share of Loss and items of loss or deduction that are specially allocated Partner pursuant to Sections 7.03 and 7.04 Section 3.1 of Exhibit A hereto; (other than any deduction or d) Decreased by the amount of each item of Partnership loss allocated to such Owner Partner pursuant to Section 7.03(f) in accordance with section 704(c) 3.1 of the Code).Exhibit A hereto; and (ce) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained.Otherwise adjusted as follows: (di) In determining Effective immediately prior to any "Revaluation Event" (as defined in Exhibit A hereto), the amount balances of any liability there all Partners' Capital Accounts shall be taken into account section 752(cadjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the "Unrealized Book Gain Or Loss" (as defined in Exhibit A hereto) then existing with respect to each Partnership property (to the extent not previously reflected in the Partners' Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit A hereto if there were a taxable disposition of such property immediately prior to such Revaluation Event for its fair market value (as determined by the General Partner taking Section 7701(g) of the Code into account (i.e., such value shall not be less than the amount of Nonrecourse Liabilities (as defined in Exhibit A) to which such property is subject)); (ii) With respect to items of Partnership profit and loss, the balances of all the Partners' Capital Accounts shall be adjusted solely for allocations of such items, as computed for book purposes, under Section 3.1 of Exhibit A hereto and shall not be adjusted for allocations of correlative Tax Items under Section 3.2 of Exhibit A hereto; and (iii) Immediately before giving effect under Section 4.2(b) hereof to any other applicable provisions adjustment attributable to the distribution of property to a Partner, the balances of all the Partners' Capital Accounts first shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the Unrealized Book Gain Or Loss existing with respect to the distributed property (to the extent not previously reflected in the Partners' Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit A hereto if there were a taxable disposition of such property, on the date of such distribution, by the Partnership for its fair market value at the time of such distribution (as agreed to in writing by the Partners taking Section 7701(g) of the Code and Regulations. The foregoing provisions and into account (i.e., such value shall not be agreed to be less than the other provisions amount of this Agreement relating Nonrecourse Liabilities 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 which such Regulationsproperty is subject)).

Capital Accounts. (a) A separate capital account (the “Capital Account”) shall be established and maintained for each Owner throughout Partner in accordance with the term principles and requirements set forth in Section 704(b) of the Trust Code and the Treasury Regulations. The Capital Account of each Partner shall be credited with such Partner’s Subscription to the Partnership, as well as any concurrent or subsequent contributions to capital, all Profits allocated to such Partner pursuant to Section 10.2 and any items of income or gain which are specially allocated pursuant to Section 10.3 or otherwise pursuant to this Agreement; and shall be debited with all “Losses” allocated to such Partner pursuant to Section 10.2, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 10.3 or otherwise pursuant to this Agreement, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. To the extent not provided for in the preceding sentence, the Capital Accounts of the Partners shall be adjusted and maintained in accordance with the rules of section Treasury Regulations Section 1.704-1(b)(2)(iv) ), as the same may be amended or revised. Any references in any section of this Agreement to the Regulations Capital Account of a Partner shall be deemed to refer to such Capital Account as in effect the same may be credited or debited from time to timetime as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, and, the transferee shall succeed to the Capital Account of the transferor to the extent not inconsistent therewithit relates to the transferred interest. In furtherance of the foregoing and in accordance with Treasury Regulations Section 1.1061-3(c)(3)(ii)(B), to which the following provisions apply: (a) To each Owner's Capital Account there shall be credited Partnership shall, (i) the amount of money contributed by such Owner calculate separate allocations attributable to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (iiA) the fair market value of Performance Participation Allocation and any property other distribution entitlements that are not commensurate with capital contributed to the Trust by such Owner Partnership, and (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 B) any distribution entitlements of the CodePartners that are commensurate with capital contributed to the Partnership (in each case, within the meaning of Treasury Regulations Section 1.1061-3(c)(3)(ii)(B) and as reasonably determined by the General Partner), and (iiiii) consistently reflect each such Owner's share allocation in its books and records. In the event of Profit and items any transfer of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) Unit in accordance with section 704(c) the terms of this Agreement, the transferee shall succeed to the Capital Account of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretotransferor to the extent it relates to transferred Units. (b) To each Owner's Capital Account there No Partner shall be debited (i) required to pay to the amount of money distributed Partnership or to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining Partner the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating negative balance which may exist from time to the maintenance of time in such Partner’s 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 RegulationsAccount.

Capital Accounts. A capital account shall be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's ’s Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's ’s share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations), (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's ’s share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's ’s Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's ’s share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's ’s interest was obtained. . (d) In determining the amount of any liability liability, there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other 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.

Capital Accounts. A capital account separate Capital Account (herein so called) shall be maintained for each Owner throughout Partner for the full term of the Trust this Agreement in accordance with the capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations Treasury Regulations. Because the Partnership will be a continuation for federal income tax purposes of Eclipse I, the Capital Account balance of each Partner in the Partnership as in effect from time to time, and, of the Subsequent Closing Date shall be equal to the extent not inconsistent therewithbalance of such Partner’s Capital Account balance of Eclipse I as of January 1, 2014, as adjusted in accordance with the terms of Eclipse I Partnership Agreement from January 1, 2014 through the Subsequent Closing Date and thereafter as provided herein. Each Partner shall have only one Capital Account, regardless of the number or classes of interests in the Partnership owned by such Partner and regardless of the time or manner in which such interests were acquired by such Partner. Pursuant to which the following provisions applyof section 1.704-1(b)(2)(iv) of the Treasury Regulations, the balance of each Partner’s Capital Account shall be: (a) To each Owner's Capital Account there shall be credited (i) Increased by the amount of money contributed by such Owner Partner (or such Partner’s predecessor in interest) to the Trust (including each Owner's share of any liabilities capital of the Trust assumed Partnership pursuant to Article IV and decreased by the amount of money distributed to such Owner Partner (or such Partner’s predecessor in interest) pursuant to Article V or Article X; (b) Increased by the Gross Asset Value (as provided such term is defined in Exhibit 5.1 attached hereto) (determined without regard to section 1.704-1(b)(2)(iv)(c7701(g) of the Regulations, (iiInternal Revenue Code) the fair market value of any each property contributed by such Partner (or such Partner’s predecessor in interest) to the Trust by such Owner capital of the Partnership pursuant to Article IV (net of liabilities secured by such contributed property that the Trust Partnership is considered to assume or take subject to) and decreased by the Gross Asset Value (as such term is defined in Exhibit 5.1 attached hereto) (determined without regard to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c7701(g) of the Internal Revenue Code). The initial Capital Contributions ) of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner Partner (or such Partner’s predecessor in interest) by the Partnership pursuant to Article V or Article X (net of liabilities secured by such distributed property that such Owner Partner is considered to assume or take subject to), and ; (iiic) Increased by the amount of Profits (as such Owner's share term is defined in Exhibit 5.1 attached hereto) or each item of Loss and items income or gain allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 2.1 of Exhibit 5.1 attached hereto; (d) Decreased by the amount of Losses or each item of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner Partner (or such Partner’s predecessor in interest) pursuant to Section 7.03(f2.1 of Exhibit 5.1 attached hereto; and (e) Otherwise adjusted in accordance with the other capital account maintenance rules of section 704(c1.704-1(b)(2)(iv) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other 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 Treasury Regulations.

Capital Accounts. A (a) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), a separate capital account (a “Capital Account”) shall be established and maintained for each Owner throughout Member. The initial Capital Account balance of OMAM on December 31, 2007 was the term sum of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to timeInitial OMAM Capital Account Amount, and, to the extent not inconsistent therewith, to which the following provisions apply: plus (a) To each Owner's the Segregated Client Mandated Capital as of such date ($32,000,000), and (b) the Excess Working Capital Amount; and the initial Capital Account there balance of the KELP on December 31, 2007 was $0. As of the date hereof, the Excess Working Capital Amount has been paid to OMAM. (b) As of the close of business of each Accounting Period, each Member’s Capital Account (i) shall be credited increased by (iA) the amount of money contributed Capital Contributions made by such Owner Member during such Accounting Period, (B) the cumulative amount of Net Profit (and items of income and gain) allocated to such Member pursuant to this Agreement and (C) the Trust (including each Owner's share amount of any liabilities of the Trust Company that have been assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, Member or that are secured by any Company property distributed to such Member and (ii) shall be decreased by (x) the fair market value cumulative amount of any property contributed to the Trust by such Owner Net Loss (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income deduction and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain loss) allocated to such Owner Member pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. this Agreement, (b) To each Owner's Capital Account there shall be debited (iy) the amount of money any cash and the Asset Value of any Company asset distributed to such Owner by Member during such Accounting Period, and (z) the Trust (including amount of any liabilities of such Owner Member that are assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts Company or that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by any property contributed by such distributed property that such Owner is considered Member to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Company. (c) The Each Member’s Capital Account shall be increased or decreased by items of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtainednet income and net loss allocated to such Member pursuant to Section 4.3. (d) In determining the amount of any liability there Each Member’s Capital Account shall be taken into account section 752(cadjusted for other increases and decreases that are required to be made to Capital Accounts pursuant to Section 704(b) of the Code and any other applicable Treasury Regulation Section 1.704-1(b)(2)(iv). (e) It is the intention of the Members that the Capital Accounts of the Company be maintained in accordance with the provisions of Section 704(b) of the Code and Regulations. The foregoing provisions the Regulations thereunder, and the other provisions of that 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 consistently therewith, so that the allocations of items of income, gain, loss, deduction and applied in a manner consistent with such Regulationscredit provided herein will be given effect for federal income tax purposes.

Capital Accounts. A The Company shall establish and maintain a separate capital account shall be maintained (“Capital Account”) for each Owner throughout the term of the Trust Member in accordance with the rules of section Treasury Regulation Section 1.704-1(b)(2)(iv) of the Regulations as and in effect from time to time, and, to the extent not inconsistent therewith, to which accordance with the following provisions applyprovisions: (a) To each Owner's The Capital Account there balance of each Member shall be credited (increased) by (i) the amount of money cash contributed by such Owner Member to the Trust (including each Owner's share of any liabilities capital of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsCompany, (ii) the fair market value of any property contributed by such Member to the Trust by such Owner capital of the Company (net of liabilities secured by such contributed property that the Trust is considered to assume Company assumes or take takes subject to under section 752 of the CodeCode Section 752), and (iii) such Owner's Member’s allocable share of Profit Profits and any items in the nature of income and or gain that which are specially allocated pursuant to Sections 7.03 7.4 and 7.04 7.5; provided that the initial Capital Account of each Member shall equal the Capital Account (other than any income or gain allocated as defined in the RES Holdings I LLC Agreement) attributable to such Owner Member’s corresponding interest in RES Holdings I as determined immediately prior to the distribution of property by RES Holdings I in connection with the Ranger Reorganization, which, for the avoidance of doubt, shall take into account the revaluation of RES Holdings I property pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto.RES Holdings I LLC Agreement; (b) To each Owner's The Capital Account there balance of each Member shall be debited (decreased) by (i) the amount of money cash distributed to such Owner Member by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such OwnerCompany, (ii) the fair market value of property distributed to such Owner Member by the Company (net of liabilities secured by such distributed property that such Owner is considered Member assumes or takes subject to assume or take subject to), under Code Section 752) and (iii) such Owner's Member’s allocable share of Loss Losses and any items in the nature of loss expenses or deduction that losses which are specially allocated pursuant to Sections 7.03 7.4 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code).7.5; and (c) The Capital Account of a transferee Owner Board shall include adjust the appropriate portion Gross Asset Values of the Capital Account Company’s assets in accordance with subsection (b) of the Owner from whom definition of Gross Asset Values and such adjustments may result in gain, loss, Profits or Losses which shall be reflected in the transferee Owner's interest was obtainedMembers’ respective Capital Accounts in accordance with Sections 7.2 and 7.4 and as of the date of this Agreement consistently with the Member Schedule. The resulting increase or decrease in the Capital Accounts of each Member shall be treated as a Code Section 704(c) item. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable The provisions of the Code and Regulations. The foregoing provisions this Section 7.7 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended have been included in this Agreement to comply with section 1.704-1(bCode Section 704(b) of and the Regulations, Treasury Regulations promulgated thereunder and shall will be interpreted and applied in a manner consistent with such Regulationsthose provisions. The Board may modify the manner in which the Capital Accounts are maintained under this Section 7.7 in order to comply with those provisions, as well as upon the occurrence of events that might otherwise cause this Agreement not to comply with those provisions.

Capital Accounts. A capital account separate "Capital Account" (herein so called) shall be maintained for each Owner throughout Member for the full term of the Trust Agreement in accordance with the capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations as Regulations. Each Member shall have only one Capital Account, regardless of the number or classes of units or other interests in effect from Palace owned by such Member and regardless of the time to time, and, or manner in which such units or other interests were acquired by such Member. Pursuant to the extent not inconsistent therewithbasic rules of section 1.704-1(b)(2)(iv) of the Regulations, to which the following provisions apply: (a) To balance of each OwnerMember's Capital Account there shall be credited (i) be: 2.4.1 Increased by the amount of money contributed by such Owner Member (or such Member's predecessor in interest) to the Trust capital of Palace pursuant to this Agreement and decreased by the amount of money distributed to such Member (including each Owneror such Member's share of any liabilities of the Trust assumed predecessor in interest) pursuant hereto; 2.4.2 Increased by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any each property contributed (determined without regard to section 7701(g) of the Code (i.e., determined without regard to the Trust amount of Nonrecourse Liabilities to which such property is subject)) contributed by such Owner Member (or such Member's predecessor in interest) to the capital of Palace pursuant to ARTICLE 2 (net of all liabilities secured by such contributed property that Palace is considered to assume or take subject to under section 752 of the Trust Code) and decreased by the fair market value of each property (determined without regard to section 7701(g) of the Code (i.e., determined without regard to the amount of Nonrecourse Liabilities to which such property is subject)) distributed to such member (or such Member's predecessor in interest) by Palace pursuant hereto (net of all liabilities secured by such property that such Member is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share ; 2.4.3 Increased by the amount of Profit and items each item of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain Palace profit allocated to such Owner Member (or such Member's predecessor in interest) pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other 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.;

Capital Accounts. A capital account separate Capital Account (herein so called) shall be maintained for each Owner throughout Partner for the full term of the Trust this Agreement in accordance with the capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations as Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of interests in effect from the Partnership owned by such Partner and regardless of the time to time, and, or manner in which such interests were acquired by such Partner. Pursuant to the extent not inconsistent therewithprovisions of section 1.704-1(b)(2)(iv) of the Regulations, to which the following provisions applybalance of each Partner’s Capital Account shall be: (a) To each Owner's Capital Account there shall be credited (i) Increased by the amount of money contributed by such Owner Partner (or such Partner’s predecessor in interest) to the Trust (including each Owner's share of any liabilities capital of the Trust assumed Partnership pursuant to Article III and decreased by the amount of money distributed to such Owner Partner (or such Partner’s predecessor in interest) pursuant to Article V or Article XI; (b) Increased by the Gross Asset Value (as provided such term is defined in Exhibit B) (determined without regard to section 1.704-1(b)(2)(iv)(c7701(g) of the Regulations, (iiCode) the fair market value of any each property contributed by such Partner (or such Partner’s predecessor in interest) to the Trust by such Owner capital of the Partnership pursuant to Article III (net of liabilities secured by such contributed property that the Trust Partnership is considered to assume or take subject to) and decreased by the Gross Asset Value (as such term is defined in Exhibit B) (determined without regard to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c7701(g) of the Code). The initial Capital Contributions ) of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner Partner (or such Partner’s predecessor in interest) by the Partnership pursuant to Article V or Article XI (net of liabilities secured by such distributed property that such Owner Partner is considered to assume or take subject to), and ; (iiic) Increased by the amount of Profits (as such Owner's share term is defined in Exhibit B attached hereto) or each item of Loss and items income or gain allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 2.1 of Exhibit B hereto; (d) Decreased by the amount of Losses or each item of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner Partner (or such Partner’s predecessor in interest) pursuant to Section 7.03(f2.1 of Exhibit B hereto; and (e) Otherwise adjusted in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions capital account maintenance rules of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b1(b)(2)(iv) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations.

Capital Accounts. A separate capital account (each a "CAPITAL ACCOUNT") for each Member shall be established on the books and records of the Company and such Capital Accounts shall be maintained for each Owner throughout the term of the Trust Member in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (a) To each OwnerMember's Capital Account there shall be credited (isuch Member's Capital Contributions, such Member's distributive share of Net Profit and items in the nature of income or gain which are specially allocated to such Member pursuant to Section 6.4(f) and Section 7.2 hereof, and the amount of money contributed by such Owner to the Trust (including each Owner's share of any Company liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities Member or which are secured by such contributed any Company property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoMember. (b) To each OwnerMember's Capital Account there shall be debited (i) the amount of money distributed to such Owner by cash and the Trust (including Gross Asset Value of any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of Company property distributed to such Owner Member pursuant to any provision of the Agreement (net of liabilities secured by including amounts distributed to a Member but required to be paid on such distributed property that such Owner is considered Member's behalf directly to assume a creditor or take subject toanother party pursuant to a separate agreement), and (iii) such OwnerMember's distributive share of Net Loss and any items in the nature of loss expenses or deduction that losses which are specially allocated pursuant to Sections 7.03 Section 6.4(f) and 7.04 (other than Section 7.2 hereof, and the amount of any deduction liabilities of such Member assumed by the Company or loss allocated which are secured by any property contributed by such Member to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Company. (c) The Capital Account of In the event all or a transferee Owner shall include the appropriate portion of the Units held by a Member are transferred in accordance with the terms of the Agreement, the transferee shall succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtainedextent it relates to the transferred Units. (d) In determining the amount of any liability for purposes of Sections 6.4(a) and 6.4(b) hereof, there shall be taken into account section 752(c) of the Code Section 752 and any other applicable provisions of the Code and Treasury Regulations. (e) Immediately prior to the occurrence of an event specified in Treasury Regulation Section 1.704(b)-1(b)(2)(iv)(f)(5)(i) or (ii), the Capital Accounts of the Members shall be adjusted (consistent with the provisions hereof and Treasury Regulations under Section 704 of the Code) upward or downward to reflect any unrealized gain or unrealized loss attributable to property of the Company, as if such unrealized gain or unrealized loss had been recognized upon an actual sale of each asset immediately prior to such event and had been allocated first to equalize the Capital Accounts of the Members in proportion to their relative Non-Voting Percentage Interest, and then to all the Members in accordance with their Non-Voting Percentage Interest. The foregoing provisions In determining such unrealized gain or unrealized loss, the fair market value of the property of the Company as of any date of determination shall be reasonably determined by Majority Board Vote. This Section 6.4(e) provision is intended to meet the requirements of Treas. Reg. 1.704-1(b)(2)(iv)(f). (f) This Section 6.4 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. Notwithstanding that a particular adjustment is not set forth in this Section 6.4, the Capital Accounts of the Members shall be adjusted as required by, and in accordance with, the capital account maintenance rules of Treasury Regulations Section 1.704-1(b).

Capital Accounts. A capital account shall Capital Account will be maintained established for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply:Partner. (a) To each OwnerPartner's Capital Account there shall will be credited (i) the amount of money contributed by such Owner to the Trust (including each OwnerPartner's capital contributions, such Partner's distributive share of Profits and any liabilities of items in the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items nature of income and or gain that which are specially allocated pursuant to Sections 7.03 Section 8.02 hereof, and 7.04 (other than the amount of any income Partnership liabilities assumed by such Partner or gain allocated which are secured by any Property distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto.Partner; (b) To each OwnerPartner's Capital Account there shall will be debited (i) the amount amounts of money cash and the Gross Asset Value of any Property distributed to such Owner by the Trust (including Partner pursuant to any liabilities provision of this Agreement, such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such OwnerPartner's distributive share of Loss Losses and any items in the nature of loss expenses or deduction that losses which are specially allocated pursuant to Sections 7.03 Section 8.02 hereof and 7.04 (other than the amount of any deduction liabilities of such Partner assumed by the Partnership or loss allocated which are secured by any Property contributed by such Partner to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code).Partnership; (c) The Capital Account In the event any Partnership interest is transferred in accordance with the terms of a this Agreement, the transferee Owner shall include the appropriate portion of will succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained.extent it relates to the transferred Partnership interest; (d) In determining the amount of any liability for purposes of paragraphs (a) and (b) hereof, there shall will be taken into account section Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. ; and (e) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Section 1.704-1(b) of the Regulations, and shall will be interpreted and applied in a manner consistent with such Regulations. In the event the Partners will 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 that are secured by contributed or distributed Property or which are assumed by the Partnership or one or more of the Partners), are computed in order to comply with such Regulations, the Partners may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Partner pursuant to Section 9.02 of the Agreement upon the dissolution of the Partnership. The Partners also will (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes in accordance with Section 1.704-1(b)(2)(iv)(g) of the Regulations, and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations.

Capital Accounts. A (a) The LLC shall maintain on its books and records a separate capital account shall be maintained for each Owner throughout the term of the Trust in accordance with Member according to the rules of section Treasury Regulation Section 1.704-1(b)(2)(iv1(b) (each such account, a “Capital Account”). The amount in the Capital Account of the Regulations as in effect from any Member at any time to time, and, shall be equal to the extent not inconsistent therewith, to which the following provisions applysum of: (a) To each Owner's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsMember’s Capital Contributions, plus (ii) the fair market value amount of Net Income allocated to such Member pursuant to Section 4.04 or any items in the nature of income or gain which are specially allocated pursuant to Section 4.05; plus (iii) the amount of any property contributed to the Trust LLC liabilities that are assumed by such Owner Member (net of other than liabilities that are secured by any LLC property distributed to such contributed property Member that the Trust Member is considered to assume or take subject to under section Section 752 of the Code), ) and the sum of subsections (i) through (iii) shall be reduced by the sum of: (iv) the amount of Net Losses allocated to such Owner's share Member pursuant to Section 4.04 or any items in the nature of Profit and items of income and gain that expenses or losses which are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto.4.05; plus (b) To each Owner's Capital Account there shall be debited (iv) the amount of money cash and the Book Value of property, if any, distributed to such Owner Member by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner LLC (net of liabilities secured by such distributed property that such Owner Member is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) 752 of the Code); plus (vi) the amount of any liabilities of such Member that are assumed by the LLC (other than liabilities that are secured by any property contributed by such Member to the LLC). (i) The Manager shall adjust the Book Values and Capital Account balances as of the IPO Effective Time in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f)-(g) based upon the price of the Common Stock in the IPO and (ii) the Manager may adjust the Book Values and Capital Account balances in connection with any subsequent event described in Treasury Regulation Section 1.704-1(b)(2)(iv)(f); provided, however, that the Manager shall so adjust the Book Values and Capital Account balances if the aggregate amount of such an adjustment would be material. (c) The Capital Account In the event that any Person is transferred Units of a transferee Owner Member in accordance with the provisions of Article VIII, such Person shall include the appropriate portion of succeed to the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating transferor Member to the maintenance of extent the Capital Accounts are intended Account relates to comply with section 1.704-1(b) of the Regulations, and shall be interpreted and applied in transferred interest (or a manner consistent with such Regulationsportion thereof).

Capital Accounts. A capital account shall be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Each Member’s Capital Account there shall be credited (i) increased by the amount of money contributed (or deemed to be contributed) by such Owner that Member to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsCompany, (ii) the fair market value of any property contributed (or deemed to be contributed) by that Member to the Trust by such Owner Company (net of liabilities secured by such contributed property that the Trust Company is considered to assume or take subject to under section Section 752 of the Code), and allocations to that Member of Net Profits (iiior items thereof) such Owner's share of Profit and any items in the nature of income and or gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner Member pursuant to Section 7.03(f5.04(c), and (iv) in accordance with section 704(cfifty percent (50%) of the Code). The initial Capital Contributions amount of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there such Member’s allocable share of any investment tax credit for “energy property” as defined by Section 48 of the Code with respect to the Projects that is recaptured, and shall be debited decreased by (iA) fifty percent (50%) of the amount of such Member’s allocable share of any investment tax credit for “energy property” as defined in Section 48 of the Code with respect to the Projects, (B) the amount of money cash distributed to such Owner that Member by the Trust Company, (including C) any liabilities of Offset Amount withheld from distributions to such Owner assumed Member pursuant to Section 5.07, which amount would otherwise have been distributed to that Member by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such OwnerCompany, (iiD) the fair market value Book Value of property distributed to such Owner that Member by the Company (net of liabilities secured by such distributed property that such Owner Member is considered to assume or take subject toto under Section 752 of the Code), and (iiiE) such Owner's share allocations to that Member of Loss and Net Losses (or items thereof) or other items in the nature of loss deductions or deduction losses that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner Member pursuant to Section 7.03(f) in accordance with section 704(c) 5.04(c). A Member who has more than one Class of Membership Interest shall have a single Capital Account that reflects all such Membership Interests, regardless of the Code). (c) The Capital Account class of Membership Interests owned by such Member and regardless of the time or manner in which such Membership Interests were acquired. Upon the Disposition of all or a portion of a transferee Owner shall include the appropriate portion of Membership Interest, the Capital Account of the Owner from whom Disposing Member that is attributable to such Membership Interest shall carry over to the transferee Owner's interest was obtainedAssignee in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(l). (db) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are This Section 4.08 is intended to comply with section the capital account maintenance provisions of Treasury Regulations Section 1.704-1(b1(b)(2)(iv) of the Regulations, and shall will be applied and interpreted and applied in a manner consistent accordance with such Treasury Regulations.

Capital Accounts. A capital account separate Capital Account shall be maintained for each Owner throughout the term Member and each Transferee. With respect to any Member of the Trust Company, the Capital Account maintained for such Member in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (a) To each Owner's Member’s Capital Account there shall be credited (iA) the amount of money contributed by such Owner to the Trust Member’s Capital Contributions (including each Owner's Special Capital Contributions), (B) such Member’s distributive share of Profits and any liabilities of items in the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items nature of income and or gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner Member pursuant to Section 7.03(f4.5, and (C) in accordance with section 704(c) the amount of the Code). The initial Capital Contributions of each Owner any Company liabilities assumed by such Member or that are set forth on Schedule A attached hereto.secured by any Property distributed to such Member; (b) To each Owner's Member’s Capital Account there shall be debited (iA) the amount of money cash and the Gross Asset Value of any Property distributed to such Owner by Member pursuant to any provision of this Agreement, (B) such Member’s distributive share of Losses and any items in the Trust nature of deduction, expense, or loss which are specially allocated to such Member pursuant to Section 4.5, and (including C) the amount of any liabilities of such Owner Member assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts Company or that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by any Property contributed by such distributed property that such Owner is considered Member to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code).Company; (c) The Capital Account In the event an Interest is Transferred in accordance with the terms of a this Agreement, the transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained.extent it relates to such Interest; and (d) In determining the amount of any liability for purposes of subparagraphs (i) and (ii) above there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Treasury Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Managers shall determine in good faith and on a commercially reasonable basis that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto are computed in order to comply with such Treasury Regulations, the Managers may make such modification; provided that the Managers shall promptly give each other Member written notice of such modification. The Managers also shall, in good faith and on a commercially reasonable basis, (i) make any adjustments to the Capital Accounts that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Members and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make any appropriate modifications to the Capital Accounts in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b).

Capital Accounts. A capital account The Capital Accounts of the Members shall be determined and maintained for each Owner throughout the full term of the Trust Company in accordance with the capital account rules of section Section 1.704-1(b)(2)(iv) of the Section 704(b) Regulations as in effect from time (relating to time, and, to the extent not inconsistent therewith, to maintenance of capital accounts). 3.5.1 Each Member shall have a capital account ("CAPITAL ACCOUNT") which the following provisions apply: (a) To each Owner's Capital Account there shall be credited (iincreased) by: 3.5.1.1 the amount of money contributed by such Owner Member's cash capital contributions to the Trust (including each Owner's share of any liabilities of Company and the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the agreed net fair market value of any property other than cash contributed to the Trust Company by such Owner Member (net of liabilities secured by such contributed property that the Trust Company is considered to assume have assumed or take taken subject to under section for purposes of Section 752 of the Code), and (iii) such Owner's share ; 3.5.1.2 the amount of Profit Net Profits and items of income and gain that are specially thereof allocated to it pursuant to Sections 7.03 and 7.04 (Article 5 hereof; and 3.5.1.3 any other than any income or gain allocated increase required to such Owner pursuant be made to Section 7.03(f) in accordance with section 704(c) the Capital Account of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoMember by the Section 704(b) Regulations, to the extent not otherwise provided for herein. (b) To each Owner3.5.2 Each Member's Capital Account there shall be debited (idecreased) by: 3.5.2.1 the amount of money Net Losses and items thereof allocated to such Member pursuant to Article 5 hereof; 3.5.2.2 all amounts paid, distributed or deemed distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust it pursuant to such OwnerArticle 4 hereof, (ii) and the fair market value of property distributed to such Owner it (in each case, net of liabilities secured by securing such distributed property that such Owner Member is considered to assume have assumed or take taken subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to under Section 7.03(f) in accordance with section 704(c) 752 of the Code).; and (c) The Capital Account of a transferee Owner shall include the appropriate portion of 3.5.2.3 any other reductions in the Capital Account of the Owner from whom Member required by the transferee Owner's interest was obtainedSection 704(b) Regulations, to the extent not otherwise provided for herein. (d) 3.5.3 In determining the amount of any liability there shall be taken into account section 752(c) discretion of the Code and any other applicable provisions Board of Directors, the Code and Regulations. The foregoing provisions and the other provisions capital accounts may be adjusted to reflect a revaluation of this Agreement relating Company property to the maintenance of Capital Accounts are intended extent permitted by the Section 704(b) Regulations in connection with capital contributions to comply with section 1.704-1(b) of the Regulations, and shall be interpreted and applied Company by new or existing Members resulting in a manner consistent change of Percentage Interests held by the Members, or in connection with such Regulationsdistributions by the Company to a retiring or continuing Member as consideration for an Interest in the Company.

Capital Accounts. (a) A capital account separate Capital Account shall be maintained for each Owner throughout the term of the Trust Member in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (ai) To each Owner's Member’s Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's Member’s Capital Contributions, such Member’s distributive share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code)Profits, and (iii) such Owner's share of Profit and any items of income and gain thereof that are specially allocated pursuant to Sections 7.03 Article IV, and 7.04 (other than the amount of any income Company liabilities that are assumed by such Member or gain allocated that are secured by, or subject to, any Company property distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoMember. (bii) To each Owner's Member’s Capital Account there shall be debited (i) the amount of money distributed to such Owner by cash and the Trust (including Fair Market Value of any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of Company property distributed to such Owner (net Member pursuant to any provisions of liabilities secured by this Agreement, such distributed property that such Owner is considered to assume or take subject to)Member’s distributive share of Losses, and (iii) such Owner's share any items in the nature of Loss and items of loss expenses or deduction losses that are specially allocated pursuant to Sections 7.03 Article IV, and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(cliabilities of such Member that are assumed by the Company or that are secured by, or subject to, any property contributed by such Member to the Company. (b) of Except as provided to the Code and any other applicable provisions of contrary in this Agreement, the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulations Section 1.704-1(b) of the Regulationsl(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Manager shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Treasury Regulations, the Company may make such modification. The amounts debited or credited to Capital Accounts with respect to (i) any property contributed to the Company or distributed to a Member and (ii) any liabilities that are secured by such contributed or distributed property or that are assumed by the Company or a Member shall be adjusted in the event the Company determines that such adjustments are necessary or appropriate pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv). The Board of Directors, in its sole discretion, may also cause Capital Accounts to be revalued in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) including, but not limited to, upon the admission of Additional Members to the Company, if such a revaluation is necessary to reflect the economic arrangement of all Members. The Board of Directors may also make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-l(b). (c) In the event of an assignment of Units in accordance with this Agreement, the Capital Account balance and other rights attributable to such Units shall be transferred to the assignee. For purposes of determining the Capital Account balance of a Member attributable to a Unit and distributions to be made to a Member with respect to a Unit, (i) the Capital Account balances of the Members set forth on Exhibit “A” hereto, adjustments to such Capital Accounts relating to the allocation of Profits or Losses, distributions and other items, and other attributes of a Member’s Units, shall be apportioned and allocated in equal amounts among all Units held by a Member to which such balances, adjustments or attributes relate, and (ii) Capital Contributions made by a Member after the date hereof shall be allocated and apportioned in equal amounts among all Units held by the contributing Member, except as may otherwise be specified in writing by such Member and agreed to in a written resolution duly adopted by the Board of Directors.

Capital Accounts. A capital account The Partnership shall be maintained maintain for each Owner throughout the term of the Trust Partner a separate Capital Account in accordance with the rules of section Section 1.704-1(b)(2)(iv) of the Regulations as Regulations. The initial Capital Account of each Partner is its respective Contribution set forth in effect from time to time, and, to the extent not inconsistent therewith, to which Section 4.1 hereof. Such Capital Account shall be maintained in accordance with the following provisions applyprovisions: (a) To each Owner's Person’s Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's Person’s Capital Contributions, such Person’s distributive share of Profits and any liabilities of items in the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items nature of income and or gain that are specially allocated pursuant to Sections 7.03 Section 5.3 hereof, and 7.04 (other than the amount of any income Partnership liabilities assumed by such Person or gain allocated that are secured by any Property distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoPerson. (b) To each Owner's Person’s Capital Account there shall be debited (i) the amount of money cash and the Gross Asset Value of any Property distributed to such Owner by the Trust (including Person pursuant to any liabilities provision of this Agreement, such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's Person’s distributive share of Loss Losses and any items in the nature of loss expenses or deduction losses that are specially allocated pursuant to Sections 7.03 Section 5.3 hereof, and 7.04 (other than the amount of any deduction liabilities of such Person assumed by the Partnership or loss allocated that are secured by any property contributed by such Person to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Partnership. (c) The Capital Account of In the event all or a transferee Owner shall include the appropriate portion of an Interest in the Partnership is transferred in accordance with the terms of this Agreement. the transferee shall succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtainedextent it relates to the transferred Interest. (d) In determining the amount of any liability for purposes of Sections 1.3(a), 1.3(c), 4.5(a) and 4.5(b) hereof, there shall be taken into account section Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner 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 that are secured by contributed or distributed property or that are assumed by the Partnership or its Partners), are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on amounts distributable to any Person pursuant to Article XIII hereof upon the dissolution of the Partnership. The General Partner also shall: (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes in accordance with Section 1.704-1(b)(2)(iv)(q) of the Regulations; and (ii) make any appropriate modifications in the event unanticipated events (for example, the acquisition by the Partnership of oil or gas properties) might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations.

Capital Accounts. A separate capital account shall ("Capital Account") will be maintained for each Owner throughout the term of the Trust Member in accordance with the rules of section Treasury Regulation Section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent ). Consistent therewith, to which the following provisions applyCapital Account of each Member will be determined and adjusted as follows: (a) To each OwnerEach Member's Capital Account there shall will be credited with: (i) the amount Any contributions of money contributed cash made by such Owner Member to the Trust (including each Owner's share of any liabilities capital of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) Company plus the fair market value of any property contributed by such Member to the Trust by such Owner capital of the Company (net of any liabilities secured to which such property is subject or which are assumed by the Company); (ii) The Member's distributive share of Net Profit, Profit and items thereof allocated to such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and Member hereunder; and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (Any other than any income or gain allocated to such Owner pursuant to increases required by Treasury Regulation Section 7.03(f) in accordance with section 704(c) of the Code1.704-1(b)(2)(iv). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each OwnerEach Member's Capital Account there shall will be debited with: (i) Any distributions of cash made from the amount of money distributed Company to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) Member plus the fair market value of any property distributed in kind to such Owner Member (net of any liabilities secured to which such property is subject or which are assumed by such distributed property that Member); (ii) The Member's distributive share of Net Loss, Loss and items thereof allocated to such Owner is considered to assume or take subject to), and Member hereunder; and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (Any other than any deduction or loss allocated to such Owner pursuant to decreases required by Treasury Regulation Section 7.03(f) in accordance with section 704(c) of the Code1.704-1(b)(2)(iv). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) above there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. . (d) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Board of Managers 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 or any Members), are computed in order to comply with such Regulations, the Board of Managers may make such modification provided that it is not likely to have a material effect on the amounts distributed to any person pursuant to Section 11.02 hereof upon the dissolution of the Company. The Board of Managers also shall make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b). (e) In the event that any Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor Member to the extent such Capital Account related to the transferred Interest.

Capital Accounts. A capital account Capital Account shall be maintained for each Owner throughout the term of the Trust Unitholder in accordance with the rules following provisions. To facilitate the accounting for acquisitions, ownership and transfers of section 1.704-1(b)(2)(iv) more than one Class of the Regulations as in effect from time to timeUnits by a Unitholder, andeach Unitholder’s Capital Account shall be subdivided into separate Capital Accounts for each Class of Units owned, to the extent not inconsistent therewith, to which and the following provisions applyadjustments to Capital Accounts shall be made by reference to Units of each Class of Units owned: (a) To each Owner's Unitholder’s Capital Account there shall be credited (i) the amount initial Gross Asset Value of any Property, including money contributed by such Owner to the Trust (including each Owner's share of any liabilities of Company as a Capital Contribution with respect to the Trust assumed Units in the Company held by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsUnitholder, (ii) the fair market value Unitholder’s distributive share of Profits and any property contributed items in the nature of income or gain which are specially allocated pursuant to the Trust by such Owner (net Section 3.3 and Section 3.4 of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code)this Appendix E, and (iii) such Owner's share the amount of Profit any Company liabilities assumed by the Unitholder or which are secured by any Property distributed to the Unitholder. The principal amount of a promissory note which is not readily traded on an established securities market and items which is contributed to the Company by the maker of income the note (or a Unitholder related to the maker of the note within the meaning of Regulations, Section 1.704-1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Unitholder until the Company makes a taxable disposition of the note or until (and gain that to the extent) principal payments are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) made on the note, all in accordance with section 704(c) of the CodeRegulations, Section 1.704-1(b)(2)(iv)(d)(2). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto.; (b) To each Owner's Unitholder’s Capital Account there shall be debited (i) the amount Gross Asset Value of any Property including money distributed to such Owner by the Trust (including Unitholder pursuant to any liabilities provision of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Ownerthis Agreement, (ii) the fair market value Unitholder’s distributive share of property distributed Losses and any items in the nature of expenses or losses which are specially allocated pursuant to such Owner (net Section 3.3 and Section 3.4 of liabilities secured by such distributed property that such Owner is considered to assume or take subject to)this Appendix E, and (iii) such Owner's share the amount of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) liabilities of the Code).Unitholder assumed by the Company or which are secured by any Property contributed by the Unitholder to the Company; (c) The Capital Account In the event Units are Transferred in accordance with the terms of a Article 3 of the Agreement, the transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained.extent it relates to the Transferred Units; and (d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) above there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to allocation of Profits, Losses and other allocation items, nonliquidating Distributions, liquidating Distributions, and the maintenance of Capital Accounts Accounts, including and subject to Section 12.1 of this Appendix E, are intended to comply with section Regulations, Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such the Regulations. In the event the Board shall determine that it is prudent, the Board may modify the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Unitholders), are computed in order to comply with the Regulations. The Board also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Unitholders and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations, Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause the Agreement not to comply with Regulations, Section 1.704-1(b).

Capital Accounts. (a) A separate capital account shall (a “Capital Account”) will be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Member. Each Member’s Capital Account there shall will be credited increased by: (i) the amount of money contributed by such Owner Member to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, Company; (ii) the fair market value of any property contributed by such Member to the Trust by such Owner Company (net of liabilities secured by such contributed property that the Trust Company is considered to assume or take subject to under section 752 as described in Section 1.704-1(b)(2)(iv)(c) of the CodeTreasury Regulations), and ; (iii) allocations to such Owner's share Member of Profit Profits and other items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(cthe allocation provisions of this Agreement and (iv) the amount of the Code)any Company liabilities assumed by such Member or that are secured by any property distributed to such Member. The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Each Member’s Capital Account there shall will be debited decreased by: (i) the amount of money distributed to such Owner Member by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, Company; (ii) the fair market value of property distributed to such Owner Member by the Company (net of liabilities secured by such distributed property that such Owner Member is considered to assume or take subject toto as described in Section 1.704-l(b)(2)(iv)(c) of the Treasury Regulations), and ; (iii) allocations to such Owner's share Member of Loss Losses and other items of deduction and loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(cthe allocation provisions of this Agreement and (iv) the amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company. (b) In the event of a permitted sale or exchange of a Membership Interest, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Membership Interest in accordance with Section 1.704-1(b)(2)(iv)(l) of the Code)Treasury Regulations. (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of manner in which Capital Accounts are to be maintained pursuant to this Section 5.4 is intended to comply with section 1.704-1(bthe requirements of Code Section 704(b) and the Treasury Regulations promulgated thereunder. If the Board determines that the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 5.4 should be modified in order to comply with Code Section 704(b) and the Treasury Regulations, and then notwithstanding anything to the contrary contained in the preceding provisions of this Section 5.4, the method in which Capital Accounts are maintained shall be interpreted and applied so modified; provided, however, that any change in a the manner consistent with such Regulationsof maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members as set forth in this Agreement.

Capital Accounts. A The Company will establish an individual capital account shall be maintained (the “Capital Account”) for each Owner throughout the term of the Trust Member. The Company will determine and maintain each Capital Account in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (a) To each Owner's Member’s Capital Account there shall be credited credited: (i) the amount of money contributed by such Owner to the Trust Member’s Capital Contributions (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsAdditional Capital Contributions, if any), (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's Member’s distributive share of Profit Net Income and any items in the nature of income and or gain that which are specially allocated pursuant to Sections 7.03 6.1(b) or 6.4 hereof, and 7.04 (other than iii) the amount of any income Company liabilities assumed by such Member or gain allocated which are secured by any Company property distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoMember. (b) To each Owner's Member’s Capital Account there shall be debited (i) the amount of money cash and the Gross Asset Value of any Property distributed to such Owner by the Trust (including Member pursuant to any liabilities provision of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Ownerthis Agreement, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's Member’s distributive share of Loss Net Losses and any items in the nature of loss expenses or deduction that losses which are specially allocated pursuant to Sections 7.03 6.1(b) or 6.4 hereof, and 7.04 (other than iii) the amount of any deduction liabilities of such Member assumed by the Company or loss allocated which are secured by any property contributed by such Member to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Company. (c) The Capital Account In the event all or a portion of a Member’s Interest is transferred in accordance with the terms of this Agreement, the transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained.extent it relates to the transferred interest; and (d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) above, there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Treasury Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent therewith. In the event the Board 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 or the Members), are computed in order to comply with Treasury Regulations Section 1.704-1(b), the Board may make such Regulationsmodification, provided that it is not likely to have a material effect on the amounts distributable to any Member pursuant to this Agreement hereof upon the dissolution of the Company. The Board 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 Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b), provided that, to the extent that any such adjustment is inconsistent with other provisions of this Agreement and would have a material adverse effect on any Member, such adjustment shall require the consent of such Members.

Capital Accounts. (a) A separate capital account (the “Capital Account”) shall be established and maintained for each Owner throughout Partner in accordance with the term principles and requirements set forth in Section 704(b) of the Trust Code and the Treasury Regulations. The Capital Account of each Partner shall be credited with such Partner’s Subscription to the Partnership, as well as any concurrent or subsequent contributions to capital, all Profits allocated to such Partner pursuant to Section 10.2 and any items of income or gain which are specially allocated pursuant to Section 10.3 or otherwise pursuant to this Agreement; and shall be debited with all “Losses” allocated to such Partner pursuant to Section 10.2, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 10.3 or otherwise pursuant to this Agreement, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. To the extent not provided for in the preceding sentence, the Capital Accounts of the Partners shall be adjusted and maintained in accordance with the rules of section Treasury Regulations Section 1.704-1(b)(2)(iv) ), as the same may be amended or revised. Any references in any section of this Agreement to the Regulations Capital Account of a Partner shall be deemed to refer to such Capital Account as in effect the same may be credited or debited from time to timetime as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, and, the transferee shall succeed to the Capital Account of the transferor to the extent not inconsistent therewithit relates to the transferred interest. In furtherance of the foregoing and in accordance with Treasury Regulation §1.1061-3(c)(3)(ii)(B), to which the following provisions apply: (a) To each Owner's Capital Account there shall be credited Partnership shall, (i) the amount of money contributed by such Owner calculate separate allocations attributable to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (iiA) the fair market value of Performance Participation Allocation and any property other distribution entitlements that are not commensurate with capital contributed to the Trust by such Owner Partnership, and (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 B) any distribution entitlements of the CodePartners that are commensurate with capital contributed to the Partnership (in each case, within the meaning of Treasury Regulation Section 1.1061-3(c)(3)(ii)(B) and as reasonably determined by the General Partner), and (iiiii) consistently reflect each such Owner's share allocation in its books and records. In the event of Profit and items any transfer of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) Unit in accordance with section 704(c) the terms of this Agreement, the transferee shall succeed to the Capital Account of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretotransferor to the extent it relates to transferred Units. (b) To each Owner's Capital Account there No Partner shall be debited (i) required to pay to the amount of money distributed Partnership or to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining Partner the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating negative balance which may exist from time to the maintenance of time in such Partner’s 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 RegulationsAccount.

Capital Accounts. A capital account Capital Account shall be maintained for each Owner throughout the term of the Trust Unitholder in accordance with the rules following provisions. To facilitate the accounting for acquisitions, ownership and transfers of section 1.704-1(b)(2)(iv) more than one Class of the Regulations as in effect from time to timeUnits by a Unitholder, andeach Unitholder’s Capital Account shall be subdivided into separate Capital Accounts for each Class of Units owned, to the extent not inconsistent therewith, to which and the following provisions applyadjustments to Capital Accounts shall be made by reference to Units of each Class of Units owned: (a) To each Owner's Unitholder’s Capital Account there shall be credited (i) the amount initial Gross Asset Value of any Property, including money contributed by such Owner to the Trust (including each Owner's share of any liabilities of Company as a Capital Contribution with respect to the Trust assumed Units in the Company held by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsUnitholder, (ii) the fair market value Unitholder’s distributive share of Profits and any property contributed items in the nature of income or gain which are specially allocated pursuant to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code)Section 3.3 and Section 3.4, and (iii) such Owner's share the amount of Profit any Company liabilities assumed by the Unitholder or which are secured by any Property distributed to the Unitholder. The principal amount of a promissory note which is not readily traded on an established securities market and items which is contributed to the Company by the maker of income the note (or a Unitholder related to the maker of the note within the meaning of Regulations, Section 1.704-1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Unitholder until the Company makes a taxable disposition of the note or until (and gain that to the extent) principal payments are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) made on the note, all in accordance with section 704(c) of the CodeRegulations, Section 1.704-1(b)(2)(iv)(d)(2). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto.; (b) To each Owner's Unitholder’s Capital Account there shall be debited (i) the amount Gross Asset Value of any Property including money distributed to such Owner by the Trust (including Unitholder pursuant to any liabilities provision of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Ownerthis Agreement, (ii) the fair market value Unitholder’s distributive share of property distributed Losses and any items in the nature of expenses or losses which are specially allocated pursuant to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to)Section 3.3 and Section 3.4, and (iii) such Owner's share the amount of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) liabilities of the Code).Unitholder assumed by the Company or which are secured by any Property contributed by the Unitholder to the Company including the Unitholder’s share, determined in proportion to Class A Units issued in the Merger, of liabilities for which the Company is obligated immediately after the effective time of the Merger; (c) The Capital Account In the event Units are Transferred in accordance with the terms of a Article 3 of the Agreement, the transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained.extent it relates to the Transferred Units; and (d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) above there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to allocation of Profits, Losses and other allocation items, nonliquidating Distributions, liquidating Distributions, and the maintenance of Capital Accounts Accounts, including and subject to Section 12.1 of this Appendix E, are intended to comply with section Regulations, Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such the Regulations. In the event the Board shall determine that it is prudent, the Board may modify the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Unitholders), are computed in order to comply with the Regulations. The Board also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Unitholders and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations, Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause the Agreement not to comply with Regulations, Section 1.704-1(b).

Capital Accounts. A separate capital account shall be established and maintained for each Owner throughout the term (each, a “Capital Account”). The Capital Account of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: each Owner: (a) To each Owner's Capital Account there shall be credited with (i) the amount of money cash and the agreed upon fair market value of any property contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section Section 752 of the Code), (ii) such Owner’s allocable share of any Net Profits and Gross Income, and (iii) such Owner's ’s share of Profit other items required to be credited thereto under Treasury Regulations Section 1.704-1(b)(2)(iv); and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited with (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) cash and the fair market value of any property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to)to Section 752 of the Code) under Section 6.02, (ii) such Owner’s allocable share of any Net Loss, and items of Gross Deduction, and (iii) such Owner's ’s share of Loss other items required to be debited thereto under Treasury Regulations Section 1.704-1(b)(2)(iv). Any adjustments to the tax basis of Trust Property under Code Sections 732, 734 or 743 will be reflected as adjustments to the Capital Accounts of the Owner only in the manner and items to the extent provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m). If any property of the Trust is to be distributed in kind, such property shall be distributed on the basis of its fair market value after the Owners’ Capital Accounts have been adjusted to reflect the manner in which any unrealized gain and loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated with respect to such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Owners if there were a taxable disposition of the property for its fair market value in the manner provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(e). In the event of (x) an additional capital contribution by an existing or an additional Owner of more than a de minimis amount which results in a shift in Ownership Percentages, (y) the distribution by the Trust to an Owner of more than a de minimis amount of property or cash as consideration for an interest in the Trust, or (z) the liquidation of the Trust within the meaning of Treasury Regulations Section 1.704 1(b)(2)(ii)(g), the book basis of the Trust Property shall be adjusted to fair market value and the Capital Accounts of all the Owners shall be adjusted simultaneously to reflect the aggregate net adjustment to book basis as if the Trust recognized gain and loss equal to the amount of such aggregate net adjustment; provided, however, that adjustments resulting from clauses (x) and (y) above shall be made only if and to the extent that the Board of Managers so agree and shall have reasonably determined that such adjustments are necessary or appropriate to reflect the relative economic interests of the Owners. In the event that Trust Property is subject to Section 704 of the Code or is revalued on the books of the Trust in accordance with the preceding paragraph pursuant to Section 7.03(f1.704-1(b)(2)(iv)(f) of the Treasury Regulations, the Owners’ Capital Accounts shall be adjusted in accordance with section 704(cSection 1.704-1(b)(2)(iv)(g) of the Code). Treasury Regulations for allocations to the Owners of depreciation, amortization and gain or loss, as computed for book purposes (cand not tax purposes) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulationswith respect to such property. The foregoing These provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such section of the Treasury Regulations. The Transferee of all or a portion of an Owner’s Ownership Interest in the Trust shall succeed to that portion of the Owner’s Capital Account which is allocable to the portion of the Ownership Interest Transferred.

Capital Accounts. (a) A separate capital account (the “Capital Account”) shall be established and maintained for each Owner throughout Partner in accordance with the term principles and requirements set forth in Section 704(b) of the Trust Code and the Treasury Regulations. The Capital Account of each Partner shall be credited with such Partner’s Subscription to the Partnership, as well as any concurrent or subsequent contributions to capital, all Profits allocated to such Partner pursuant to Section 10.2 and any items of income or gain which are specially allocated pursuant to Section 10.3 or otherwise pursuant to this Agreement; and shall be debited with all “Losses” allocated to such Partner pursuant to Section 10.2, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 10.3 or otherwise pursuant to this Agreement, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. To the extent not provided for in the preceding sentence, the Capital Accounts of the Partners shall be adjusted and maintained in accordance with the rules of section Treasury Regulations Section 1.704-1(b)(2)(iv) ), as the same may be amended or revised. Any references in any section of this Agreement to the Regulations Capital Account of a Partner shall be deemed to refer to such Capital Account as in effect the same may be credited or debited from time to timetime as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, and, the transferee shall succeed to the Capital Account of the transferor to the extent not inconsistent therewithit relates to the transferred interest. In furtherance of the foregoing and in accordance with Treasury Regulation §1.1061-3(c)(3)(ii)(B), to which the following provisions apply: (a) To each Owner's Capital Account there shall be credited Partnership shall, (i) the amount of money contributed by such Owner calculate separate allocations attributable to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (iiA) the fair market value of Performance Participation Allocation and any property other distribution entitlements that are not commensurate with capital contributed to the Trust by such Owner Partnership, and (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 B) any distribution entitlements of the CodePartners that are commensurate with capital contributed to the Partnership (in each case, within the meaning of Treasury Regulation §1.1061-3(c)(3)(ii)(B) and as reasonably determined by the General Partner), and (iiiii) consistently reflect each such Owner's share allocation in its books and records. Any references in this Agreement to the Capital Account of Profit and items of income and gain that are specially allocated pursuant a Partner shall be deemed to Sections 7.03 and 7.04 (other than any income or gain allocated refer to such Owner pursuant Capital Account as the same may be credited or debited from time to Section 7.03(f) time as set forth above. In the event of any transfer of any Unit in accordance with section 704(c) the terms of this Agreement, the transferee shall succeed to the Capital Account of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretotransferor to the extent it relates to the transferred Unit. (b) To each Owner's Capital Account there No Partner shall be debited (i) required to pay to the amount of money distributed Partnership or to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining Partner the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating negative balance which may exist from time to the maintenance of time in such Partner’s 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 RegulationsAccount.

Capital Accounts. A capital account Capital Account shall be maintained for each Owner throughout the term of the Trust Unitholder in accordance with the rules following provisions. To facilitate the accounting for acquisitions, ownership and transfers of section 1.704-1(b)(2)(iv) more than one Class of the Regulations as in effect from time to timeUnits by a Unitholder, andeach Unitholder’s Capital Account shall be subdivided into separate Capital Accounts for each Class of Units owned, to the extent not inconsistent therewith, to which and the following provisions applyadjustments to Capital Accounts shall be made by reference to Units of each Class of Units owned: (a) To each Owner's Unitholder’s Capital Account there shall be credited (i) the amount initial Gross Asset Value of any Property, including money contributed by such Owner to the Trust (including each Owner's share of any liabilities of Company as a Capital Contribution with respect to the Trust assumed Units in the Company held by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsUnitholder, (ii) the fair market value Unitholder’s distributive share of Profits and any property contributed items in the nature of income or gain which are specially allocated pursuant to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code)Section 3.3 and Section 3.4, and (iii) such Owner's share the amount of Profit any Company liabilities assumed by the Unitholder or which are secured by any Property distributed to the Unitholder. The principal amount of a promissory note which is not readily traded on an established securities market and items which is contributed to the Company by the maker of income the note (or a Unitholder related to the maker of the note within the meaning of Regulations, Section 1.704-1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Unitholder until the Company makes a taxable disposition of the note or until (and gain that to the extent) principal payments are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) made on the note, all in accordance with section 704(c) of the CodeRegulations, Section 1.704-1(b)(2)(iv)(d)(2). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto.; (b) To each Owner's Unitholder’s Capital Account there shall be debited (i) the amount Gross Asset Value of any Property including money distributed to such Owner by the Trust (including Unitholder pursuant to any liabilities provision of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Ownerthis Agreement, (ii) the fair market value Unitholder’s distributive share of property distributed Losses and any items in the nature of expenses or losses which are specially allocated pursuant to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to)Section 3.3 and Section 3.4, and (iii) such Owner's share the amount of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) liabilities of the Code).Unitholder assumed by the Company or which are secured by any Property contributed by the Unitholder to the Company, including with respect to FREMAR’s Capital Account the amount of all liabilities owed by the Company immediately before it becomes taxable as a partnership for federal income tax purposes as the result of the admission of seed money investors as members; (c) The Capital Account In the event Units are Transferred in accordance with the terms of a Article 3 of the Agreement, the transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained.extent it relates to the Transferred Units; and (d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) above there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to allocation of Profits, Losses and other allocation items, nonliquidating Distributions, liquidating Distributions, and the maintenance of Capital Accounts Accounts, including and subject to Section 12.1 of this Appendix E, are intended to comply with section Regulations, Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such the Regulations. In the event the Board shall determine that it is prudent, the Board may modify the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Unitholders), are computed in order to comply with the Regulations. The Board also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Unitholders and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations, Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause the Agreement not to comply with Regulations, Section 1.704-1(b).

Capital Accounts. A capital account (a) The Company shall be maintained maintain a separate Capital Account for each Owner throughout Member. (b) Each Member's Capital Account shall have an initial balance equal to the term amount of cash and the Trust value of any Securities (determined in accordance with the rules of section 1.704-1(b)(2)(ivSection 7.3 hereof) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of any liabilities secured by such contributed property Securities that the Trust Company is considered to assume or take subject to under section Section 752 of the Code), and (iii) constituting such OwnerMember's share of Profit and items of income and gain that are specially allocated pursuant initial contribution to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) the capital of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoCompany. (bc) To each OwnerEach Member's Capital Account there shall be debited increased by the sum of (i) the amount of money distributed to such Owner by cash and the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner any Securities (determined in accordance with Section 7.3 hereof) (net of any liabilities secured by such distributed property Securities that such Owner the Company is considered to assume or take subject to)to under Section 752 of the Code) constituting additional contributions by such Member to the capital of the Company permitted pursuant to Section 5.1 hereof, and plus (iiiii) all amounts credited to such OwnerMember's share of Loss and items of loss or deduction that are specially allocated Capital Account pursuant to Sections 7.03 and 7.04 5.4 through 5.6. (other than d) Each Member's Capital Account shall be reduced by the sum of (i) the amount of any deduction repurchase of the Interest, or loss allocated portion thereof, of such Member or distributions to such Owner Member pursuant to Sections 4.5, 5.8 or 6.2 hereof which are not reinvested (net of any liabilities secured by any asset distributed that such Member is deemed to assume or take subject to under Section 7.03(f) in accordance with section 704(c) 752 of the Code), plus (ii) any amounts debited against such Capital Account pursuant to Sections 5.4 through 5.6 hereof. (ce) No Member shall be required to pay to the Company or any other Member any deficit in such Member's Capital Account upon dissolution of the Company or otherwise. (f) The Capital Company shall maintain a Special Advisory Account for the Adviser in its capacity as Special Advisory Member to which amounts shall be credited pursuant to Section 5.11 hereof. The Special Advisory Account shall have an initial balance of zero. (g) If all or a transferee Owner shall include the appropriate portion of an Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating transferor to the maintenance of Capital Accounts are intended extent it relates to comply with section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulationstransferred Interest.

Capital Accounts. A capital account Capital Account (herein so called) shall be established and maintained for each Owner throughout Partner for the full term of the Trust this Agreement in accordance with the capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations as Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of Units or other interests in effect from the Partnership owned by such Partner and regardless of the time to time, and, to the extent not inconsistent therewith, to or manner in which the following provisions applysuch Units or other interests were acquired by such Partner. The balance of each Partner's Capital Account shall be: (a) To each Owner's Capital Account there shall be credited (i) Increased by the amount of money contributed by such Owner Partner to the Trust (including each Owner's share of any liabilities capital of the Trust assumed Partnership pursuant to this Article 4 and decreased by the amount of money distributed to such Owner as provided in section 1.704-1(b)(2)(iv)(cPartner pursuant to Article 6 hereof; (b) of the Regulations, (ii) Increased by the fair market value of any all property (determined without regard to Section 7701(g) of the Code) contributed by such Partner to the Trust by such Owner capital of the Partnership pursuant to this Article 4 (net of all liabilities secured by such contributed property that the Trust Partnership is considered to assume or take subject to under section Section 752 of the Code), ) and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner decreased by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of all property (determined without regard to Section 7701(g) of the Code) distributed to such Owner Partner by the Partnership pursuant to Article 6 or 15 hereof (net of all liabilities secured by such distributed property that such Owner Partner is considered to assume or take subject toto under Section 752 of the Code), and ; (iiic) Increased by the amount of each item of Partnership profit allocated to such Owner's share of Loss and items of loss or deduction that are specially allocated Partner pursuant to Sections 7.03 and 7.04 Section 3.1 of Exhibit A hereto; (other than any deduction or d) Decreased by the amount of each item of Partnership loss allocated to such Owner Partner pursuant to Section 7.03(f) in accordance with section 704(c) 3.1 of the Code).Exhibit A hereto; and (ce) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained.Otherwise adjusted as follows: (di) In determining Effective immediately prior to any "Revaluation Event" (as defined in Exhibit A hereto), the amount balances of any liability there all Partners' Capital Accounts shall be taken into account section 752(cadjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the "Unrealized Book Gain Or Loss" (as defined in Exhibit A hereto) then existing with respect to each Partnership property (to the extent not previously reflected in the Partners' Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit A hereto if there were a taxable disposition of such property immediately prior to such Revaluation Event for its fair market value (as determined by the General Partner taking Section 7701(g) of the Code into account (i.e., such value shall not be less than the amount of Nonrecourse Liabilities (as defined in Exhibit A) to which such property is subject)); (ii) With respect to items of Partnership profit and loss, the balances of all the Partners' Capital Accounts shall be adjusted solely for allocations of such items, as computed for book purposes, under Section 3.1 of Exhibit A hereto and shall not be adjusted for allocations of correlative Tax Items under Section 3.2 of Exhibit A hereto; and (iii) Immediately before giving effect under Section 4.2(b) hereof to any other applicable provisions adjustment attributable to the distribution of property to a Partner, the balances of all the Partners' Capital Accounts first shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the Unrealized Book Gain Or Loss existing with respect to the distributed property (to the extent not previously reflected in the Partners' Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit A hereto if there were a taxable disposition of such property, on the date of such distribution, by the Partnership for its fair market value at the time of such distribution (as agreed to in writing by the Partners taking Section 7701(g) of the Code and Regulations. The foregoing provisions and into account (i.e., such value shall not be agreed to be less than the other provisions amount of this Agreement relating Nonrecourse Liabilities 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 which such Regulationsproperty is subject)).

Capital Accounts. A (a) The Company shall establish on its books and records a separate capital account for each Member (a “Capital Account”), which Capital Account shall be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations Member as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyfollows: (ai) To to each Owner's Member’s Capital Account there shall be credited (i) such Member’s Capital Contributions, if any, made in consideration for the amount issuance of money contributed a Membership Interest to such Member, when and as received by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsCompany, (ii) the fair market value Profits (or items of income or gain) allocated to such Member pursuant to Section 7.1 and any property contributed items in the nature of income or gain that are specially allocated to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered Member pursuant to assume or take subject to under section 752 of the Code)Section 7.2, and (iii) the amount of any Company liabilities assumed by such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Member as provided in Treasury Regulations Section 7.03(f) in accordance with section 704(c) of the Code1.704-1(b)(2)(iv)(c)(1). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto.; and (bii) To to each Owner's Member’s Capital Account there shall be debited (i) the aggregate amount of money cash distributed by the Company to such Owner by the Trust (including any liabilities Member in respect of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such OwnerMember’s Membership Interest, (ii) the fair market value Losses (or items of property distributed loss or deduction) allocated to such Owner (net of liabilities secured by such distributed property that such Owner is considered Member pursuant to assume or take subject to), Section 7.1 and (iii) such Owner's share of Loss and any items in the nature of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner Member pursuant to Section 7.03(f7.2 hereof, (iii) the Carrying Value of any asset of the Company distributed by the Company to such Member in accordance with section 704(c) respect of such Member’s Membership Interest (net of any liabilities that are secured by such property that such Member is considered to assume or take subject to under Section 752 of the Code). , and (civ) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(cliabilities of such Member assumed by the Company as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(c)(2). (b) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulations Section 1.704-1(b1(b)(2)(iv) of the Regulations, and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If any Membership Interest (or portion thereof) is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent such Capital Account is attributable to the transferred Membership Interest (or portion thereof).

Capital Accounts. A capital account (a) The Company shall be maintained establish and maintain a Capital Account for each Owner throughout the term of the Trust Partner in accordance with the rules provisions of section 1.704-1(b)(2)(ivSection 704(b) of the Code and the Regulations as thereunder. (b) Each Partner’s Capital Account shall be maintained in effect from time to time, and, to the extent not inconsistent therewith, to which accordance with the following provisions applyprovisions: (ai) To each Owner's Each Partner’s Capital Account there shall be credited (iincreased) with the amounts of such Partner’s Capital Contributions (taking into account the amount of money cash contributed to the Company by such Owner to Partner and the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value Carrying Value of any property contributed to the Trust Company by such Owner Partner (net of any liabilities secured by such contributed property that the Trust Company is considered to assume or take subject to under section Section 752 of the Code)), such Partner’s distributive share of Profits and any items in the nature of income or gain which are specially allocated to the Partner pursuant to Article 5, and the amount of recourse liabilities of the Company assumed by such Partner as described in Section 1.704-1(b)(2)(iv)(c) of the Regulations or which are secured by any property distributed by the Company to such Partner; (ii) Each Partner’s Capital Account shall be debited (decreased) with the amounts of cash and the Carrying Value of any property distributed by the Company to such Partner pursuant to any provision of this Agreement (net of any liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code), and (iii) such Owner's Partner’s distributive share of Profit Losses and any items in the nature of income and gain that expenses or losses which are specially allocated to the Partner pursuant to Sections 7.03 Article 5, and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner the Partner assumed by the Trust Company as provided described in section Section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and ; (iii) such Owner's share If all or a portion of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) a Partner’s Partnership Interest is Transferred in accordance with section 704(c) the terms of this Agreement, the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained.extent it relates to the Transferred Partnership Interest; and (div) In determining the amount of any liability there shall be taken into account section for purposes of this Section 4.4(b), Section 752(c) of the Code and any other applicable provisions of the Code and RegulationsRegulations shall be taken into account. The foregoing provisions This Section 4.4(b) and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Regulations 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, with the advice of the Company’s independent certified public accountants or legal counsel, reasonably determines that it is prudent to modify the manner in which the Capital Accounts, or any charges or credits thereto (including charges or credits relating to liabilities which are secured by contributions or distributed property or which are assumed by the Company or by Partners), are computed in order to comply with such Regulations, the General Partner may make such modification, but only if it is not likely to have a material effect on the amounts to be distributed to any Partner pursuant to Section 5.1 or pursuant to Section 14.3 upon the dissolution of the Company. The General Partner, with the Approval of the Class A Limited Partners, also shall make any adjustments that may be necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g).

Capital Accounts. (a) A separate capital account (each, a “Capital Account”) shall be maintained for each Owner throughout Partner. The Initial Capital Account Balance of each Partner shall be as specified in Article I. Subject to the term provisions of the Trust in accordance with the rules of section 1.704-1(b)(2)(ivparagraphs (b), (c) and (d) of this Section 3.3, the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there of each Partner shall be credited (i) increased by (A) the amount of money contributed by such Owner to cash and the Trust (including each Owner's share Fair Market Value of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any other property contributed to the Trust Partnership by such Owner Partner as a capital contribution (net of liabilities secured of such Partner assumed by the Partnership and liabilities to which such contributed property that is subject) (including any Excess Contributions made by such Partner whether or not the Trust is considered Partner was reimbursed by a Refusing Partner) and (B) Profits and any other items of income allocated to assume or take subject such Partner pursuant to under section 752 Section 3.4 and (ii) decreased by (A) the amount of cash and the Fair Market Value of any property distributed to such Partner (net of liabilities of the CodePartnership assumed by such Partner and liabilities to which such distributed property is subject), (B) any Excess Contributions for which such Partner has been reimbursed by a Refusing Partner, and (iiiC) such Owner's share of Profit and items of income Loss and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (any other than any income or gain deductions allocated to such Owner Partner pursuant to Section 7.03(f) 3.4. Capital Accounts otherwise shall be maintained in accordance with section 704(cTreasury Regulations in order for the allocation of Profits and Losses pursuant to Section 3.4 hereof to have substantial economic effect within the meaning of Section 704(b) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) Immediately prior to the amount distribution of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction cash) to a Partner, the Capital Account of each Partner shall be increased or loss allocated to such Owner pursuant to Section 7.03(f) decreased, as the case may be, in accordance with section 704(c) Treasury Regulations Section 1.704-1(b)(2)(iv)(e), to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property that has not previously been reflected in the Capital Accounts would be allocated among the Partners if there were a taxable disposition of such property for its Fair Market Value on the date of the Code)distribution. (c) The Capital Account Immediately prior to: (i) a contribution of money or other property to the Partnership by a transferee Owner shall include new or existing Partner as consideration for an Interest, or (ii) a distribution of money or other property by the appropriate portion of Partnership to a retiring or continuing Partner as consideration for an Interest, the Capital Account of each Partner shall be increased or decreased, as the Owner from whom case may be, to reflect the transferee Owner's interest was obtainedFair Market Value of all the Partnership Property. Such adjustment shall reflect the manner in which the unrealized income, gain, loss or deduction inherent in such property that has not previously been reflected in the Capital Accounts would be allocated among the Partners if there were a taxable disposition of such property for its Fair Market Value on the date of the contribution or distribution and shall otherwise be made in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f). (d) In determining the amount of any liability there Except as set forth in Section 3.2, no Partner shall be taken into account section 752(c) of entitled to interest on its capital contributions or on the Code positive balance in its Capital Account and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other 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 no such interest shall be interpreted and applied in a manner consistent with such Regulationsaccrue.

Capital Accounts. A separate capital account shall be established and maintained for each Owner throughout the term (each, a “Capital Account”). The Capital Account of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: each Owner: (a) To each Owner's Capital Account there shall be credited with (i) the amount of money cash and the agreed upon fair market value of any property contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section Section 752 of the Code), (ii) such Owner’s allocable share of any Net Profits and Gross Income, and (iii) such Owner's ’s share of Profit other items required to be credited thereto under Treasury Regulations Section 1.704-1(b)(2)(iv); and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited with (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) cash and the fair market value of any property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to)to Section 752 of the Code) under Section 6.02, (ii) such Owner’s allocable share of any Net Loss, and items of Gross Deduction, and (iii) such Owner's ’s share of Loss other items required to be debited thereto under Treasury Regulations Section 1.704-1(b)(2)(iv). Any adjustments to the tax basis of Trust Property under Code Sections 732, 734 or 743 will be reflected as adjustments to the Capital Accounts of the Owner only in the manner and items to the extent provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m). If any property of the Trust is to be distributed in kind, such property shall be distributed on the basis of its fair market value after the Owners’ Capital Accounts have been adjusted to reflect the manner in which any unrealized gain and loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated with respect to such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Owners if there were a taxable disposition of the property for its fair market value in the manner provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(e). In the event of (x) an additional capital contribution by an existing or an additional Owner of more than a de minimis amount which results in a shift in Ownership Percentages, (y) the distribution by the Trust to an Owner of more than a de minimis amount of property or cash as consideration for an interest in the Trust, or (z) the liquidation of the Trust within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), the book basis of the Trust Property shall be adjusted to fair market value and the Capital Accounts of all the Owners shall be adjusted simultaneously to reflect the aggregate net adjustment to book basis as if the Trust recognized gain and loss equal to the amount of such aggregate net adjustment; provided, however, that adjustments resulting from clauses (x) and (y) above shall be made only if and to the extent that the Board of Managers so agree and shall have reasonably determined that such adjustments are necessary or appropriate to reflect the relative economic interests of the Owners. In the event that Trust Property is subject to Section 704 of the Code or is revalued on the books of the Trust in accordance with the preceding paragraph pursuant to Section 7.03(f1.704-1(b)(2)(iv)(f) of the Treasury Regulations, the Owners’ Capital Accounts shall be adjusted in accordance with section 704(cSection 1.704-1(b)(2)(iv)(g) of the Code). Treasury Regulations for allocations to the Owners of depreciation, amortization and gain or loss, as computed for book purposes (cand not tax purposes) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulationswith respect to such property. The foregoing These provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such section of the Treasury Regulations. The Transferee of all or a portion of an Owner’s Ownership Interest in the Trust shall succeed to that portion of the Owner’s Capital Account which is allocable to the portion of the Ownership Interest Transferred.

Capital Accounts. A (a) The Partnership shall maintain a separate capital account (a “Capital Account”) for each Partner. Such Capital Account shall be maintained for each Owner throughout increased by: (i) the term cash amount of all Capital Contributions (including, in the case of the Trust General Partner, contributions of capital pursuant to Section 10.3(b)) made by such Partner to the Partnership pursuant to this Agreement, and (ii) such Partner’s allocable share of Net Income, Portfolio Investment Gain and any special allocations of income or gain pursuant to Section 3.3; and decreased by: (i) the amount of cash and the Fair Value of any property distributed to such Partner by the Partnership pursuant to this Agreement, and (ii) such Partner’s allocable share of Net Loss, Portfolio Investment Loss, Management Fee Expense and any special allocations of loss or deduction pursuant to Section 3.3; and otherwise maintained in accordance with the rules of section Treasury Regulation Section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) In the amount of money distributed to such Owner by event any interest in the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner Partnership is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) transferred in accordance with section 704(c) the terms of this Agreement, the transferee shall succeed to the Capital Account of the Code)transferor to the extent such Capital Account relates to the transferred interest. (c) The Capital Account Immediately prior to the distribution of any property (other than cash) to a transferee Owner shall include the appropriate portion of Partner, the Capital Account of each Partner shall be increased or decreased, as the Owner from whom case may be, to reflect the transferee Owner's interest was obtainedmanner in which the unrealized income, gain, loss and deduction inherent in such property (that has not previously been reflected in the Capital Accounts of the Partners) would be allocated among the Partners if there were a taxable disposition of such property for its Fair Value. (d) In determining Immediately prior to (i) a contribution of money or other property (other than a de minimis amount and other than a contribution with respect to a Closing, the amount of any liability there which is calculated by reference to original cost of existing Partnership investments plus a cost of carry) to the Partnership by a new or existing Partner as consideration for an interest in the Partnership (including an increase in its Capital Commitment), unless all existing Partners (and no new Partners) make such a contribution pro rata in proportion to their interests in the Partnership, or (ii) a distribution of money or other property (other than a de minimis amount) by the Partnership to a retiring or continuing Partner as consideration for an interest in the Partnership, unless all Partners receive simultaneous distributions of money, or undivided interests in the distributed property, in proportion to their interests in the Partnership, the Capital Account of each Partner shall be taken into account section 752(c) increased or decreased, as the case may be, to reflect the manner in which the unrealized income, gain, loss and deduction inherent in all of the Code and any other applicable provisions Partnership’s property (that has not previously been reflected in the Capital Accounts of the Code and Regulations. Partners) would be allocated among the Partners if there were a taxable disposition of all such property for its Fair Value. (e) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulation Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such RegulationsTreasury Regulation. In the event the General Partner shall reasonably determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Treasury Regulation, the General Partner may make such modification and shall provide each Limited Partner with 30 days’ (or, if impracticable, such fewer days as may be practicable) advance written notice of such modification; provided that such modification shall not have a material adverse effect on the interests of or amounts distributable to any Limited Partner.

Capital Accounts. A separate capital account (the “Capital Account”) shall be established and maintained for each Owner throughout Partner in accordance with the term principles and requirements set forth in Section 704(b) of the Trust Code and the Treasury Regulations. The Capital Account of each Partner shall be credited with such Partner’s Subscription to the Partnership, as well as any concurrent or subsequent contributions to capital, all Profits allocated to such Partner pursuant to Section 10.2 and any items of income or gain which are specially allocated pursuant to Section 10.3 or otherwise pursuant to this Agreement; and shall be debited with all “Losses” allocated to such Partner pursuant to Section 10.2, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 10.3 or otherwise pursuant to this Agreement, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. To the extent not provided for in the preceding sentence, the Capital Accounts of the Partners shall be adjusted and maintained in accordance with the rules of section Treasury Regulations Section 1.704-1(b)(2)(iv) ), as the same may be amended or revised. Any references in any section of the Regulations as in effect from time to time, and, this Agreement to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there shall be credited (i) the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). (c) The Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained. (d) extent it relates to the transferred interest. In determining the amount of any liability there shall be taken into account section 752(c) furtherance of the Code foregoing and in accordance with Treasury Regulation §1.1061-3(c)(3)(ii)(B), the Partnership shall, (i) calculate separate allocations attributable to (A) the Performance Participation Allocation and any other applicable provisions distribution entitlements that are not commensurate with capital contributed to the Partnership, and (B) any distribution entitlements of the Code Partners that are commensurate with capital contributed to the Partnership (in each case, within the meaning of Treasury Regulation §1.1061-3(c)(3)(ii)(B) and Regulationsas reasonably determined by the General Partner), and (ii) consistently reflect each such allocation in its books and records. The foregoing provisions and Any references in this Agreement to the other provisions Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any Unit in accordance with the terms of this Agreement relating Agreement, the transferee shall succeed to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) Account of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulationstransferor to the extent it relates to the transferred Unit.

Capital Accounts. A capital account Capital Account (herein so called) shall be established and maintained for each Owner throughout Partner for the full term of the Trust this Agreement in accordance with the capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations as Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of Units or other interests in effect from the Partnership owned by such Partner and regardless of the time to time, and, or manner in which such Units or other interests were acquired by such Partner. Pursuant to the extent not inconsistent therewithbasic capital accounting rules of section 1.704-l(b)(2)(iv) of the Regulations, to which the following provisions applybalance of each Partner's Capital Account shall be: (a) To each Owner's Capital Account there shall be credited (i) Increased by the amount of money contributed by such Owner Partner (or such Partner's predecessor in interest) to the Trust (including each Owner's share of any liabilities capital of the Trust assumed Partnership pursuant to this Article 4 and decreased by the amount of money distributed to such Owner as provided Partner (or such Partner's predecessor in section 1.704-1(b)(2)(iv)(cinterest) of the Regulations, pursuant to Article 6 hereof; (iib) Increased by the fair market value of any each property (determined without regard to section 7701(g) of the Code) contributed by such Partner (or such Partner's predecessor in interest) to the Trust by such Owner capital of the Partnership pursuant to this Article 4 (net of all liabilities secured by such contributed property that the Trust Partnership is considered to assume or take subject to under section 752 of the Code) and decreased by the fair market value of each property (determined without regard to section 7701(g) of the Code) distributed to such Partner (or such Partners predecessor in interest) by the Partnership pursuant to Article 4 hereof (net of all liabilities secured by such property that such Partner is considered to assume or take subject to under section 752 of the Code), and ; (iiic) such Owner's share Increased by the amount of Profit and items each item of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain Partnership profit allocated to such Owner Partner (or such Partner's predecessor in interest) pursuant to Section 7.03(f) in accordance with section 704(c) 3.1 of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached Exhibit "A" hereto.; (bd) To each Owner's Capital Account there shall be debited (i) Decreased by the amount of money distributed to such Owner by the Trust (including any liabilities each item of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or Partnership loss allocated to such Owner Partner (or such Partner's predecessor in interest) pursuant to Section 7.03(f3.1 of Exhibit "A" hereto; and (e) Otherwise adjusted as follows: (i) Effective immediately prior to any "Revaluation Event" (as defined Exhibit "A" hereto), the balances of all Partners' Capital Accounts shall be adjusted to reflect the manner in accordance which items of profit or loss, as computed for book purposes, equal to the "Unrealized Book Gain Or Loss" (as defined in Exhibit "A" hereto) then existing with respect to each Partnership property (to the extent not previously reflected in the Partners' Capital Account) would be allocated among the Partners pursuant to Section 3.1 of Exhibit "A" hereto if there were a taxable disposition of such property immediately prior to such Revaluation Event for its fair market value (as determined by the General Partner taking section 704(c7701 (g) of the CodeCode into account (i.e., such value shall not be less than the amount of nonrecourse liabilities to which such property is subject).); (cii) The With respect to items of Partnership profit and loss, the balances of all the Partners' Capital Account Accounts shall be adjusted solely for allocations of such items, as computed for book purposes, under Section 3.1 of Exhibit "A" hereto and shall not be adjusted for allocations of correlative Tax Items under Section 3.2 of Exhibit "A" hereto; (iii) immediately before giving effect under Section 4.3(b) hereof to any adjustment attributable to the distribution of property to a transferee Owner Partner, the balances of all the Partners' Capital Accounts first shall include be adjusted to reflect the appropriate portion manner in which items of profit or loss, as computed for book purposes, equal to the Unrealized Book Gain Or Loss existing with respect to the distributed property (to the extent not previously reflected in the Partners' Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit "A" hereto if there were a taxable disposition of such property, on the date of such distribution, by the Partnership for its fair market value at the time of such distribution (as agreed to in writing by the Partners taking section 7701(g) of the Code into account (i.e., such value shall not be agreed to be less than the amount of Nonrecourse Liabilities to which such property is subject)); and (iv) Upon the transfer of all or part of any Unit or other interest in the Partnership, the Capital Account of the Owner from whom transferor Partner, to the extent attributable to the transferred interest, shall carry over to the transferee Owner's interest was obtained. (d) In determining Partner; provided, however, if the amount transfer causes the termination of any liability there shall be taken into account the Partnership for federal income tax purposes under section 752(c708(b)(1)(B) of the Code and any other applicable provisions Code, the Capital Account that carries over to the transferee Partner shall be subject to adjustment in accordance with Section 4.3(e)(i) hereof in connection with the resulting constructive liquidation of the Code and Regulations. The foregoing provisions and the other 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 RegulationsPartnership for federal income tax purposes.

Capital Accounts. (a) A capital account separate Capital Account shall be maintained for each Owner throughout Member on the term books of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations Company, and adjustments to such Capital Accounts shall be made as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyfollows: (ai) To each Owner's a Member’s Capital Account there shall be credited (i) the amount with any amounts of money contributed by such Owner the Member to the Trust (including each Owner's share Company, the Fair Market Value of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any other property contributed to the Trust by such Owner Company (net of liabilities secured by such contributed the property that the Trust Company is considered to assume or take subject to under section Section 752 of the Code), and (iii) such Owner's share the amount of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 any Company liabilities assumed by the Member (other than liabilities that are secured by any income or gain allocated Company Property distributed to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) Member), and the Member’s allocable share of the Codeany Net Income (or items thereof). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto.; and (bii) To each Owner's a Member’s Capital Account there shall be debited (i) with the amount of any money distributed to such Owner by the Trust (including any liabilities Member, the Fair Market Value of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property Company Property distributed to such Owner the Member (net of liabilities secured by such distributed property that such Owner the Member is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to under Section 7.03(f) in accordance with section 704(c) 752 of the Code), the amount of any liabilities of the Member assumed by the Company (other than liabilities that are secured by property contributed by such Member), and the Member’s allocable share of Net Losses (or items thereof). (b) Upon the Transfer of Units in accordance with this Agreement, so much of the Capital Account of the Transferring Member as is attributable to the Transferred Units will be carried over to the Transferee Member. (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts Section 4.5 and Sections 5.1 through 5.7 are intended to comply with section Section 1.704-1(b1(b)(2)(iv) of the Regulations, Regulations and shall be interpreted and applied in a manner consistent with such Regulations. If the Board upon the advice of the Company’s tax advisors, shall determine that it is prudent to modify the manner in which the Capital Accounts are computed in order to comply with Section 1.704-1(b)(2)(iv) of the Regulations, the Board may make such modification; provided, however, that such modification is not reasonably likely to have more than a de minimis effect on the amounts distributable to any Members pursuant to Section 5.10 or Section 10.2; provided, further, that the Board shall have no liability to any Member for any exercise of or failure to exercise any such discretion to make any modifications permitted under this Section 4.5.

Capital Accounts. A capital account Capital Account (herein so called) shall be established and maintained for each Owner throughout Partner for the full term of the Trust this Agreement in accordance with the capital accounting rules of section 1.704(b)(2)(iv) of the Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of Units or other interests in the Partnership owned by such Partner and regardless of the time or manner in which such Units or other interests were acquired by such Partner. Pursuant to the basic capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to timeRegulations, and, to the extent not inconsistent therewith, to which the following provisions applybalance of each Partner’s Capital Account shall be: (a) To each Owner's Capital Account there shall be credited (i) Increased by the amount of money contributed by such Owner Partner (or such Partner’s predecessor in interest) to the Trust (including each Owner's share of any liabilities capital of the Trust assumed Partnership pursuant to this Article 4 and decreased by the amount of money distributed to such Owner as provided Partner (or such Partner’s predecessor in section 1.704-1(b)(2)(iv)(cinterest) of the Regulations, pursuant to Article 6 hereof; (iib) Increased by the fair market value of any each property (determined without regard to section 7701(g) of the Code) contributed by such Partner (or such Partner’s predecessor in interest) to the Trust by such Owner capital of the Partnership pursuant to this Article 4 (net of all liabilities secured by such contributed property that the Trust Partnership is considered to assume or take subject to under section 752 of the Code) and decreased by the fair market value of each property (determined without regard to section 7701(g) of the Code) distributed to such Partner (or such Partner’s predecessor in interest) by the Partnership pursuant to Article 6 or 16 hereof (net of all liabilities secured by such property that such Partner is considered to assume or take subject to under section 752 of the Code), and ; (iiic) such Owner's share Increased by the amount of Profit and items each item of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain Partnership profit allocated to such Owner Partner (or such Partner’s predecessor in interest) pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth 3.1 on Schedule A attached Exhibit B hereto.; (bd) To each Owner's Capital Account there shall be debited (i) Decreased by the amount of money distributed to such Owner by the Trust (including any liabilities each item of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or Partnership loss allocated to such Owner Partner (or such Partner’s predecessor in interest) pursuant to Section 7.03(f3.1 on Exhibit B hereto; and (e) Otherwise adjusted as follows: (i) Effective immediately prior to any “Revaluation Event” (as defined in accordance Exhibit B hereto), the balances of all Partners’ Capital Accounts shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the “Unrealized Book Gain Or Loss” (as defined in Exhibit B hereto) then existing with respect to each Partnership property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit B hereto if there were a taxable disposition of such property immediately prior to such Revaluation Event for its fair market value (as determined by the Manager taking section 704(c7701(g) of the CodeCode into account).; (cii) The With respect to items of Partnership profit and loss, the balances of all the Partners’ Capital Account Accounts shall be adjusted solely for allocations of such items, as computed for book purposes, under Section 3.1 of Exhibit B hereto and shall not be adjusted for allocations of correlative Tax Items under Section 3.2 of Exhibit B hereto; (iii) Immediately before giving effect under Section 4.3(b) hereof to any adjustment attributable to the distribution of property to a transferee Owner Partner, the balances of all the Partners’ Capital Accounts first shall include be adjusted to reflect the appropriate portion manner in which items of profit or loss, as computed for book purposes, equal to the Unrealized Book Gain Or Loss existing with respect to the distributed property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit B hereto if there were a taxable disposition of such property, on the date of such distribution, by the Partnership for its fair market value at the time of such distribution (as agreed to in writing by the Partners taking section 7701(g) of the Code into account (i.e., such value shall not be agreed to be less than the amount of Nonrecourse Liabilities to which such property is subject)); and (iv) Upon the transfer of all or part of any Unit or other interest in the Partnership, the Capital Account of the Owner from whom transferor Partner, to the extent attributable to the transferred interest, shall carry over to the transferee Owner's interest was obtained. (d) In determining Partner; provided, however, if the amount transfer causes the termination of any liability there shall be taken into account the Partnership for federal income tax purposes under section 752(c708(b)(1)(B) of the Code and any other applicable provisions Code, the Capital Account that carries over to the transferee Partner shall be subject to adjustment in accordance with Section 4.3(e)(iv) hereof in connection with the resulting constructive liquidation of the Code and Regulations. The foregoing provisions and the other 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 RegulationsPartnership for federal income tax purpose.

Capital Accounts. A capital account shall be maintained The Company will maintain for each Owner throughout the term of the Trust Member a separate Capital Account in accordance with the rules of section Regulations Section 1.704-1(b)(2)(iv) of the Regulations as l(b)(2)(iv). Each Member’s Capital Account will be maintained in effect from time to time, and, to the extent not inconsistent therewith, to which accordance with the following provisions applyprovisions: (a) To each Owner's Member’s Capital Account there shall will be credited (i) the amount of money contributed by each Member’s Capital Contribution as of the Effective Date, the amount of each Member’s Capital Contributions after the Effective Date, such Owner to the Trust (including each Owner's Member’s distributive share of Income under Section 6.2 and any liabilities items in the nature of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain which are allocated to such Owner the Member pursuant to Section 7.03(f) in accordance with section 704(c) 6.3 and the amount of any Company liabilities assumed by the Member or which are secured by any Asset of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached heretoCompany distributed to such Member and any other increases required by Regulations. (b) To each Owner's Member’s Capital Account there shall will be debited (i) the amount of money cash and the Value of any Company Asset distributed (or deemed pursuant to the next succeeding sentence to be distributed) to such Owner by Member pursuant to any provision of this Agreement, such Member’s distributive share of Loss under Section 6.2 and any items in the Trust (including nature of expenses or losses, which are allocated to the Member pursuant to Section 6.3 and the amount of any liabilities of such Owner Member assumed by the Trust as provided in section 1.704Company or which are 846706.021-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities WILSR01A - MSW secured by any Asset contributed by such distributed property that such Owner is considered to assume or take subject to), Member and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (any other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)decreases required by Regulations. (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability for purposes of Section 6.1(a) or Section 6.1(b), there shall will be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and the Regulations. (d) In the event any Membership Interest in the Company is transferred in accordance with the terms of this Agreement, the transferee will succeed to the Capital Account of the transferor to the extent it relates to the transferred Membership Interest. The Managing Member may make any adjustments that are necessary or appropriate to comply with Regulations Section 1.704‑1(b)(2)(iv)(q) and will promptly notify the Members of any such adjustments. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Regulations Section 1.704-1(b) of the Regulations), and shall will be interpreted and applied in a manner consistent with such Regulations.

Capital Accounts. A (a) The Partnership shall maintain for each Partner a separate capital account shall be maintained for each Owner throughout the term of the Trust (a "Capital Account") in accordance with the capital accounting rules of section 704(b) of the Code and the Income Tax Regulations thereunder (including particularly section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply:Income Tax Regulations). (ab) To each OwnerIn general, under such capital accounting rules (but subject to any contrary requirements of the Code and the Income Tax Regulations thereunder), a Partner's Capital Account there shall be credited (i) increased by the amount of money contributed by such Owner to the Trust (including each Owner's share of any liabilities of Make-Up Contributions) and the Trust assumed by such Owner as provided Fair Market Value (determined in section 1.704-1(b)(2)(iv)(caccordance with Section 4.9 hereof) of the Regulations, (ii) the fair market value of any other property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust Partnership is considered to assume or take subject to or assume under section 752 of the Code) contributed by the Partner to the Partnership (including the amount of any Organizational Expenses of the Partnership paid or accrued by such Partner) and allocations to the Partner of Partnership income and gain (or items thereof), including income and gains exempt from tax, and (iiiii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) decreased by the amount of money distributed to such Owner by and the Trust Fair Market Value (including any liabilities of such Owner assumed by the Trust as provided determined in section 1.704-1(b)(2)(iv)(caccordance with Section 4.9 hereof) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner Partner is considered to assume or take subject toto or assume under section 752 of the Code) to the Partner by the Partnership and allocations to the Partner of Partnership loss and deduction (or items thereof), including Partnership expenditures not deductible in computing its taxable income and not properly chargeable to capital account. (iiic) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with Where section 704(c) of the Code). (c) The Code applies to Partnership property, each Partner's Capital Account shall be adjusted in accordance with paragraph (b)(2)(iv)(g) of a transferee Owner shall include the appropriate portion section 1.704-1 of the Capital Account Income Tax Regulations as to allocations to the Partners of the Owner from whom the transferee Owner's interest was obtaineddepreciation, depletion, amortization and gain or loss, as computed for book purposes with respect to such property. (d) In determining When Partnership property is distributed in kind (whether in connection with dissolution and liquidation of the amount Partnership or otherwise), the Capital Accounts of any liability there the Partners first shall be taken adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in such property (that has not previously been charged to Capital Accounts) would be allocated among the Partners if there were a taxable disposition of such property for its Fair Market Value (determined in accordance with Section 4.9 hereof and taking into account section 752(c7701(g) of the Code) and such income, gain, loss or deduction had been recognized for federal income tax purposes immediately upon such distribution or the event requiring such revaluation. (e) Upon a revaluation of any Partnership assets pursuant to Section 4.7 hereof, the Capital Accounts of the Partners will be adjusted as provided in Section 4.7(d). (f) The Tax Matters Partner shall direct the Partnership's accountant to make all necessary adjustments in each Partner's Capital Account as required by the rules of section 704(b) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other 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 RegulationsIncome Tax Regulations thereunder.

Capital Accounts. A capital account shall be maintained The LLC will maintain a Capital Account for each Owner throughout the term of the Trust Member in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (ai) To each OwnerMember's Capital Account there shall be credited (iA) the amount of money contributed by such Owner to the Trust Member's Capital Contributions, (including each OwnerB) such Member's distributive share of Net Income and any liabilities of items in the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items nature of income and or gain that are specially allocated pursuant to Sections 7.03 Section 5.4 or Section 5.5 hereof, and 7.04 (other than C) the amount of any income LLC liabilities assumed by such Member or gain allocated that are secured by any property distributed to such Owner pursuant Member. The principal amount of a promissory note that is not readily traded on an established securities market and that is contributed to the LLC by the maker of the note (or a Member related to the maker of the note within the meaning of Regulations Section 7.03(f1.704-1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Member until the LLC makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with section 704(c) of the CodeRegulations Section 1.704-1(b)(2)(iv)(d)(2). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto., (bii) To each OwnerMember's Capital Account there shall be debited (iA) the amount of money distributed to such Owner by and the Trust (including Gross Asset Value of any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner Member pursuant to any provision of this Agreement, (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iiiB) such OwnerMember's distributive share of Net Loss and any items in the nature of loss expenses or deduction losses that are specially allocated pursuant to Sections 7.03 Section 5.4 or Section 5.5 hereof, and 7.04 (other than C) the amount of any deduction liabilities of such Member assumed by the Company or loss allocated that are secured by any Property contributed by such Member to such Owner pursuant to Section 7.03(fthe LLC, (iii) In the event Membership Interests are Transferred in accordance with section 704(c) the terms of this Agreement, the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained.extent it relates to the Transferred Membership Interests, and (div) In determining the amount of any liability for purposes of subparagraphs (i) and (ii) above there shall be taken into account section Code Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Regulations Section 1.704-1(b) of the Regulations), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Board 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 that are secured by contributed or distributed property or that are assumed by the LLC or any Members), the Board may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any Person pursuant to Article XII hereof upon the dissolution of the Company. The Board 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 capital reflected on the LLC's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(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).

Capital Accounts. (a) A capital account separate Capital Account shall be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each OwnerMember. Each Member's Capital Account there shall be credited with the amount of Twenty-Nine Million Dollars (i$29,000,000) when such Member has made the contributions required of it by Section 5.1 and satisfied its funding obligations under Section 5.2, regardless of the amounts actually expended by such Member to make such contributions or satisfy such obligations. Each Member's Capital Account shall generally be increased by (1) the amount of money contributed by such Owner Member to the Trust (including each Owner's share of any liabilities Company for Operations, but excluding amounts contributed for Operations conducted to satisfy the obligations of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, Members pursuant to Section 5.2; (ii2) the fair market value of any property contributed by such Member to the Trust by such Owner Company, but excluding contributions made to satisfy the obligations of the Members pursuant to Section 5.1, (net of liabilities secured by such contributed property that the Trust Company is considered to assume or take subject to under section Section 752 of the Code), ; and (iii3) such Owner's share allocations of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Member. The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each OwnerEach Member's Capital Account there shall generally be debited decreased by (i1) the amount of money distributed to such Owner Member by the Trust Company; (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii2) the fair market value of property distributed to such Owner Member by the Company (net of liabilities secured by such distributed property that such Owner Member is considered to assume or take subject toto under Section 752 of the Code), ; and (iii3) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated allocations to such Owner pursuant to Member of expenditures described in Section 7.03(f) in accordance with section 704(c705(a)(2)(B) of the Code); and (4) any items in the nature of deduction and loss that are allocated to such Member hereunder. (b) In the event of a permitted Transfer of an Ownership Interest, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Ownership Interest in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations. (c) The manner in which Capital Account Accounts are to be maintained pursuant to this Section 11.12 is intended to comply with the requirements of a transferee Owner shall include the appropriate portion Section 704(b) of the Capital Account Code and the Treasury Regulations promulgated thereunder. If in the opinion of the Owner from whom Company's accountants the transferee Owner's interest was obtainedmanner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 11.12 should be modified in order to comply with Section 704(b) of the Code and the Treasury Regulations thereunder, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 11.12, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members. (d) In determining Upon liquidation of the amount of any liability there Company, as provided in section 17.3, liquidating Distributions shall be taken made in accordance with the positive Capital Account balances of the Members, as determined after taking into account section 752(c) of all Capital Account adjustments for the Code and any other applicable provisions of Company's Taxable Year during which the Code and Regulationsliquidation occurs. The foregoing provisions and the other provisions Company may offset damages for breach of this Agreement relating to by a Member whose interest is liquidated (either upon the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) withdrawal of the Regulations, and shall be interpreted and applied in a manner consistent with Member or the liquidation of the Company) against the amount otherwise distributable to such RegulationsMember.

Capital Accounts. (a) A separate capital account (each a "Capital Account") shall be maintained for each Owner throughout Partner. The Initial Capital Account Balance of each Partner shall be as speci fied in Article I. Subject to the term provisions of the Trust in accordance with the rules of section 1.704-1(b)(2)(ivparagraphs (b), (c) and (d) of this Section 3.3, the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Capital Account there of each Partner shall be credited (i) increased by (A) the amount of money contributed by such Owner to cash and the Trust (including each Owner's share Fair Market Value of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any other property contributed to the Trust Partnership by such Owner Partner as a capital contribution (net of liabilities secured of such Partner assumed by the Partner- ship and liabilities to which such contributed property that is subject) (including any Excess Contributions made by such Partner whether or not the Trust is considered Partner was reimbursed by a Refusing Partner) and (B) Profits and any other items of income allocated to assume or take subject such Partner pursuant to under section 752 Section 3.4 and (ii) decreased by (A) the amount of cash and the Fair Market Value of any property distributed to such Partner (net of liabilities of the CodePartnership assumed by such Partner and liabilities to which such distributed property is subject), (B) any Excess Contributions for which such Partner has been reimbursed by a Refusing Partner, and (iiiC) such Owner's share of Profit and items of income Loss and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (any other than any income or gain deductions allocated to such Owner Partner pursuant to Section 7.03(f) 3.4. Capital Accounts otherwise shall be maintained in accordance with section 704(cTreasury Regulations in order for the allocation of Profits and Losses pursuant to Section 3.4 hereof to have substantial economic effect within the meaning of Section 704(b) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) Immediately prior to the amount distribution of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction cash) to a Partner, the Capital Account of each Partner shall be increased or loss allocated to such Owner pursuant to Section 7.03(f) decreased, as the case may be, in accordance with section 704(c) Treasury Regulations Section 1.704-1(b)(2)(iv)(e), to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property that has not previously been reflected in the Capital Accounts would be allocated among the Partners if there were a taxable disposition of such property for its Fair Market Value on the date of the Code)distribution. (c) The Capital Account Immediately prior to: (i) a contribution of money or other property to the Partnership by a transferee Owner shall include new or existing Partner as consideration for an Interest, or (ii) a distribution of money or other property by the appropriate portion of Partnership to a retiring or continuing Partner as consideration for an Interest, the Capital Account of each Partner shall be increased or decreased, as the Owner from whom case may be, to reflect the transferee Owner's interest was obtainedFair Market Value of all the Partnership Property. Such adjustment shall reflect the manner in which the unrealized income, gain, loss or deduction inherent in such property that has not previously been reflected in the Capital Accounts would be allocated among the Partners if there were a taxable dis position of such property for its Fair Market Value on the date of the contribution or distribution and shall otherwise be made in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f). (d) In determining the amount of any liability there Except as set forth in Section 3.2, no Partner shall be taken into account section 752(c) of entitled to interest on its capital contributions or on the Code positive balance in its Capital Account and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other 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 no such interest shall be interpreted and applied in a manner consistent with such Regulationsaccrue.

Capital Accounts. A The Company shall maintain for each Investor a separate capital account (each, a “Capital Account”) in accordance with this Section 3.2. Each Investor’s Capital Account shall be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyprovisions: (a) To The current balance of each Owner's Existing Investor’s Capital Account there is set forth next to such Person’s name on Schedule I. (b) The Capital Account shall be credited increased by (i) the amount of money cash contributed to the Company by such Owner to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner Investor as provided in section 1.704-1(b)(2)(iv)(c) of the Regulationsa Capital Contribution, (ii) the fair market value of any property contributed to the Trust by such Owner Fair Market Value (net of liabilities secured by such contributed property that the Trust Company is considered to assume or take subject to under section Section 752 of the Code) of any property (other than cash) contributed to the capital of the Company by such Investor (as determined in good faith by the Company Board), and if applicable, (iii) the amount of any Profits allocated to such Owner's share of Profit and items of income and gain that are specially allocated Investor pursuant to Sections 7.03 Section 6.2 and 7.04 (other than iv) the amount of any income or gain allocated to such Owner Investor pursuant to the Regulatory Allocations of Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)6.3. (c) The Capital Account shall be decreased by (i) the amount of cash distributed by the Company to such Investor, (ii) the Fair Market Value (net of liabilities that such Investor is considered to assume or take subject to under Section 752 of the Code) of any property (other than cash) distributed by the Company to such Investor (as determined in good faith by the Company Board), (iii) the amount of Losses allocated to such Investor pursuant to Section 6.2 and (iv) the amount of any loss or deduction allocated to such Investor pursuant to the Regulatory Allocations in Section 6.3. (d) If all or a transferee Owner shall include the appropriate portion of an Investor Interest is transferred in accordance with the terms of this Agreement or the Warrant Agreement, the transferee shall succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained. (d) In determining extent the amount of any liability there shall be taken into account section 752(c) of Capital Account relates to the Code and any other applicable provisions of the Code and Regulationstransferred Investor Interest. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Section 1.704-1(b1(b)(2)(iv) of the Regulations, Regulations and shall be interpreted and applied in a manner consistent with such Regulations.

Capital Accounts. (a) A separate capital account shall (a “Capital Account”) will be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's Member. Each Member’s Capital Account there shall will be credited increased by: (i1) the amount of money contributed by such Owner Member to the Trust Company; (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii2) the fair market value of any property contributed by such Member to the Trust by such Owner Company (net of liabilities secured by such contributed property that the Trust Company is considered to assume or take subject to under section Section 752 of the Code), ; and (iii3) allocations to such Owner's share Member of Profit Profits and other items of income and gain that are specially allocated pursuant to Sections 7.03 6.3, 6.4, and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)6.5. The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Each Member’s Capital Account there shall will be debited decreased by: (i) the amount of money distributed to such Owner Member by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, Company; (ii) the fair market value of property distributed to such Owner Member by the Company (net of liabilities secured by such distributed property that such Owner Member is considered to assume or take subject toto under Section 752 of the Code), ; and (iii) allocations to such Owner's share Member of Loss Losses and other items of deduction and loss or deduction that are specially allocated pursuant to Sections 7.03 6.3, 6.4, and 7.04 6.5. (other than any deduction b) In the event of a permitted sale or loss allocated exchange of an Interest the Capital Account of the transferor shall become the Capital Account of the transferee to such Owner pursuant the extent it relates to Section 7.03(f) the transferred Interest in accordance with section 704(cSection 1.704-1(b)(2)(iv)(l) of the Code)Treasury Regulations. (c) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of manner in which Capital Accounts are to be maintained pursuant to this Section 5.5 is intended to comply with section 1.704-1(bthe requirements of Code Section 704(b) and the Treasury Regulations promulgated thereunder. If the Board determines that the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 5.5 should be modified in order to comply with Code Section 704(b) and the Treasury Regulations, and then notwithstanding anything to the contrary contained in the preceding provisions of this Section 5.5, the method in which Capital Accounts are maintained shall be interpreted and applied so modified; provided, however, that any change in a the manner consistent with such Regulations.of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members as set forth in this Agreement. LIMITED LIABILITY COMPANY AGREEMENT IRON ▇▇▇▇ ▇▇▇▇▇▇ LLC

Capital Accounts. (a) A capital account shall separate Capital Account will be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(ivMember. (b) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyEach Member's Capital Account will be increased by: (a) To each Owner's Capital Account there shall be credited (i) the The amount of money cash contributed by such Owner the Member to the Trust Company; (including each Owner's share ii) The Gross Asset Value of real, personal, tangible and intangible property (other than cash) contributed by the Member to the Company pursuant to Section 4.1; (iii) Allocations to the Member of items of income or gain (other than allocations under Section 8.8); and (iv) The amount of any liabilities of the Trust Company assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of Member or liabilities that are secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Member. (c) The Each Member's Capital Account will be decreased by: (i) The amount of cash distributed to the Member by the Company; (ii) The Gross Asset Value of property (other than cash) distributed to the Member by the Company; (iii) Allocations to the Member of items of deduction, loss or expense (other than allocations under Section 8.8); and (iv) The amount of any liabilities of such Member assumed by the Company or liabilities that are secured by any property contributed by such Member. (d) In the event the Gross Asset Value of any asset of the Company is adjusted as provided in paragraph (b) under the definition of Gross Asset Value, such adjustment shall be treated as gain or loss of the Company, and any such gain or loss shall be allocated among the Members in accordance with Article VIII. (e) In the event of a transferee Owner shall include the appropriate sale or exchange of all or part of an Interest, a pro rata portion of the Capital Account of the Owner from whom transferor shall become the Capital Account of the transferee Owner's interest was obtainedto the extent it relates to the transferred Interest in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(l). (df) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of manner in which Capital Accounts are to be maintained pursuant to this Section 4.3 is intended to comply with section the requirements of Code Section 704(b) and the Treasury Regulations promulgated thereunder, including, without limitation, Treasury Regulation Section 1.704-1(b1(b)(2)(iv). If the manner in which Capital Accounts are to be maintained pursuant to this Article IV should be modified to comply with Code Section 704(b) of and the RegulationsTreasury Regulations thereunder, and then, notwithstanding anything to the contrary, the method in which Capital Accounts are maintained shall be interpreted and applied in a manner consistent so modified to the minimum extent required to comply with such Regulationsregulations; provided, however, that any change in the manner of maintaining Capital Accounts shall not alter the economic agreement between or among the Members without Mutual Agreement.

Capital Accounts. A capital account (a) The Company shall be maintained establish and maintain a Capital Account for each Owner throughout the term of the Trust Partner in accordance with the rules provisions of section 1.704-1(b)(2)(ivSection 704(b) of the Code and the Regulations as thereunder. (b) Each Partner’s Capital Account shall be maintained in effect from time to time, and, to the extent not inconsistent therewith, to which accordance with the following provisions applyprovisions: (ai) To each Owner's Each Partner’s Capital Account there shall be credited (iincreased) with the amounts of such Partner’s Capital Contributions (taking into account the amount of money cash contributed to the Company by such Owner to Partner and the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value Carrying Value of any property contributed to the Trust Company by such Owner Partner (net of any liabilities secured by such contributed property that the Trust Company is considered to assume or take subject to under section Section 752 of the Code)), such Partner’s distributive share of Profits and any items in the nature of income or gain which are specially allocated to the Partner pursuant to Article 5, and the amount of recourse liabilities of the Company assumed by such Partner as described in Section 1.704-1(b)(2)(iv)(c) of the Regulations or which are secured by any property distributed by the Company to such Partner; (ii) Each Partner’s Capital Account shall be debited (decreased) with the amounts of cash and the Carrying Value of any property distributed by the Company to such Partner pursuant to any provision of this Agreement (net of any liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code), and (iii) such Owner's Partner’s distributive share of Profit Losses and any items in the nature of income and gain that expenses or losses which are specially allocated to the Partner pursuant to Sections 7.03 Article 5, and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner the Partner assumed by the Trust Company as provided described in section Section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and ; (iii) such Owner's share If all or a portion of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) a Partner’s Partnership Interest is Transferred in accordance with section 704(c) the terms of this Agreement, the Code). (c) The Capital Account of a transferee Owner shall include the appropriate portion of succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's interest was obtained.extent it relates to the Transferred Partnership Interest; and (div) In determining the amount of any liability there shall be taken into account section for purposes of this Section 4.4(b), Section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other 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 Regulations shall be interpreted and applied in a manner consistent with such Regulationstaken into account.

Capital Accounts. (a) A capital account separate Capital Account shall be established for each Member and shall be maintained for each Owner throughout the term of the Trust in all respects in accordance with Section 704 of the rules of section Code and the Allocation Regulations promulgated thereunder, including Treasury Regulations Section 1.704-1(b)(2)(iv) of l(b). Without limiting the Regulations as in effect from time to timeforegoing, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner's a Member’s Capital Account there shall be credited increased by (i) the amount of money contributed the Capital Contributions made by such Owner Member to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, Company and (ii) the fair market value allocations of any property contributed Net Profit and other items of income or gain to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to Member under section 752 of the Code)Section 10.1, and shall be reduced by (iii) such Owner's share the amount of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 the Distributions (other than not including any income or gain allocated to such Owner pursuant to guaranteed payment under Section 7.03(f) in accordance with section 704(c707(c) of the Code). The initial Capital Contributions ) made to such Member by the Company and (iv) allocations of each Owner are set forth on Schedule A attached heretoNet Loss and other items of deduction or loss to such Member under Section 10.1. (b) To each Owner's The manner in which the Capital Account there Accounts are to be maintained pursuant to this Section 9.3 is intended to comply with the requirements of Section 704 of the Code and the Allocation Regulations, and the provisions of this Agreement regarding the maintenance of Capital Accounts shall be debited (i) interpreted and applied consistently herewith. If, in the amount reasonable opinion of money distributed the Tax Matters Partner, the manner in which the Capital Accounts are to such Owner be maintained pursuant to the provisions of this Section 9.3 should be modified in order to comply with the requirements of Section 704 of the Code and the Allocation Regulations, then, notwithstanding anything to the contrary contained in this Section 9.3, the Tax Matters Partner may alter the method in which the Capital Accounts are maintained, and the Tax Matters Partner shall have the right, upon notice in writing to the other Member(s), to amend this Agreement without action by the Trust (including Managers or the Members to reflect any liabilities such change in the manner in which the Capital Accounts are maintained; provided that, if any such modification would adversely affect any Member, then no such modification shall be effective without the prior written consent of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Member. (c) The Company shall increase or decrease the Capital Account of a transferee Owner shall include the appropriate portion Accounts of the Capital Account Members to reflect a revaluation of the Owner from whom assets of the transferee Owner's Company to their respective fair market values in connection with (A) a contribution of money or other property (other than a de minimis amount) to the capital of the Company by a new or existing Member as consideration for an interest was obtainedin the Company, (B) a distribution of money or other property (other than a de minimis amount) by the Company to a retiring or continuing Member as consideration for an interest in the Company, (C) a liquidation of the Company, all in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) or (D) certain increases or decreases in ownership interests in the Company in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q). (d) In determining Except as may be required by the BOC or any other applicable law, no Member shall be required to restore or pay to the Company or to any other Member any deficit or negative balance that may exist in such Member’s Capital Account, whether upon liquidation of the Company or otherwise. (e) For purposes of maintaining the Capital Accounts, items of income, gain, loss and deduction shall be determined in accordance with the determination of net income of the Company under Section 703(a) of the Code, with the following modifications: (i) income, gain or loss from, and cost recovery, amortization or depreciation deductions with respect to, Book Property shall be computed by reference to the value of such property as set forth on the books of the Company, all in accordance with the principles of Treasury Regulations Section 1.704-1(b)(2)(iv)(g), notwithstanding that the adjusted tax basis of such property differs from such value; (ii) any income of the Company that is exempt from federal income tax, shall be added to such taxable income or loss; (iii) any expenditures of the Company that are described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), shall be subtracted from such taxable income or loss; (iv) in the event that the value of any Company property is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or Section 1.704-1(b)(2)(iv)(t), the amount of any liability there such adjustment shall be taken into account section 752(cas gain or loss (as the case may be) from the disposition of such property;’ (v) to the extent (and only to the extent) that an adjustment to the adjusted tax basis of any Company asset pursuant to Section 732, Section 734 or Section 743 of the Code is required to be taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the amount of such adjustment shall be treated as an item of gain or loss (as the case may be); (vi) Simulated Depletion, Simulated Gains, and any other applicable provisions Simulated Losses shall be computed in lieu of depletion and gains and losses with respect to each Oil and Gas Property of the Code and Regulations. The foregoing provisions and Company; and (vii) In the other provisions event the Book Liability Value of any liability of the Company described in Treasury Regulation Sections 1.752-7(b)(3)(i) is adjusted as required by this Agreement, the amount of such adjustment shall be treated as an item of loss (if the adjustment increases the Book Liability Value of such liability of the Company) or an item of gain (if the adjustment decreases the Book Liability Value of such liability of the Company). (f) As of the date of this Agreement relating to Agreement, the maintenance agreed net fair market value of the Capital Accounts are intended to comply with section 1.704-1(b) of the RegulationsMembers shall be, in the aggregate, one million, two hundred fifty thousand dollars ($1,250,000) and such amount shall be interpreted and applied in a manner consistent with such Regulations.allocated among the Members as provided for on Exhibit C.

Capital Accounts. A separate capital account shall (“Capital Account”) will be maintained for each Owner throughout the term of the Trust Member in accordance with the rules of section Treasury Regulation Section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent ). Consistent therewith, to which the following provisions applyCapital Account of each Member will be determined and adjusted as follows: (a) To each Owner's Each Member’s Capital Account there shall will be credited with: (i) the amount Any contributions of money contributed cash made by such Owner Member to the Trust (including each Owner's share of any liabilities capital of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of Company plus the Regulations, (ii) the fair market value Asset Value of any property contributed by such Member (including the deemed contribution on the Conversion of the Company) to the Trust by such Owner capital of the Company (net of any liabilities secured to which such property is subject or which are assumed by the Company); (ii) The Member’s distributive share of Net Profit (as hereinafter defined) and any items in the nature of income or gain specially allocated to such contributed property that the Trust is considered Member pursuant to assume or take subject to under section 752 of the Code), and Section 10; and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (Any other than any income or gain allocated to such Owner pursuant to increases required by Treasury Regulation Section 7.03(f) in accordance with section 704(c) of the Code1.704-1(b)(2)(iv). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Each Member’s Capital Account there shall will be debited with: (i) Any distributions of cash made by the amount of money distributed Company to such Owner by Member plus the Trust Asset Value of any property distributed in kind to such Member (including net of any liabilities of to which such Owner property is subject or which are assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, Member); (ii) The Member’s distributive share of Net Loss (as hereinafter defined) and any items in the fair market value nature of property distributed expenses or losses specially allocated to such Owner (net of liabilities secured by such distributed property that such Owner is considered Member pursuant to assume or take subject to), and Section 10; and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (Any other than any deduction or loss allocated to such Owner pursuant to decreases required by Treasury Regulation Section 7.03(f) in accordance with section 704(c) of the Code1.704-1(b)(2)(iv). (c) The initial Capital Account balance of a transferee Owner shall include the appropriate portion each Member is set forth in Schedule 3.05. The provisions of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code this Section 3.05 and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended have been included in this Agreement to comply with section 1.704-1(bSection 704(b) of the Regulations, Code and shall the Regulations promulgated thereunder and will be interpreted and applied in a manner consistent with such Regulationsthose provisions, provided that nothing in this sentence shall be deemed to alter the provisions herein pertaining to distributions (including but not limited to liquidating distributions) by the Company.

Capital Accounts. A (a) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), a separate capital account (a “Capital Account”) shall be established and maintained for each Owner throughout Member. The initial Capital Account balance of OMAM on December 31, 2007 was the term sum of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to timeInitial OMAM Capital Account Amount, and, to the extent not inconsistent therewith, to which the following provisions apply: plus (a) To each Owner's the Segregated Client Mandated Capital as of such date, and (b) the Excess Working Capital Amount; and the initial Capital Account there balance of the KELP on December 31, 2007 was $0. As of the Effective Date, the Excess Working Capital Amount and the Segregated Client Mandated Capital has been paid to OMAM. (b) As of the close of business of each Accounting Period, each Member’s Capital Account (i) shall be credited increased by (iA) the amount of money contributed Capital Contributions made by such Owner Member during such Accounting Period, (B) the cumulative amount of Net Profit (and items of income and gain) allocated to such Member pursuant to this Agreement and (C) the Trust (including each Owner's share amount of any liabilities of the Trust Company that have been assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, Member or that are secured by any Company property distributed to such Member and (ii) shall be decreased by (x) the fair market value cumulative amount of any property contributed to the Trust by such Owner Net Loss (net of liabilities secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income deduction and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain loss) allocated to such Owner Member pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. this Agreement, (b) To each Owner's Capital Account there shall be debited (iy) the amount of money any cash and the Asset Value of any Company asset distributed to such Owner by Member during such Accounting Period, and (z) the Trust (including amount of any liabilities of such Owner Member that are assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts Company or that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by any property contributed by such distributed property that such Owner is considered Member to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Company. (c) The Each Member’s Capital Account shall be increased or decreased by items of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtainednet income and net loss allocated to such Member pursuant to Section 4.3. (d) In determining the amount of any liability there Each Member’s Capital Account shall be taken into account section 752(cadjusted for other increases and decreases that are required to be made to Capital Accounts pursuant to Section 704(b) of the Code and any other applicable Treasury Regulation Section 1.704-1(b)(2)(iv). (e) It is the intention of the Members that the Capital Accounts of the Company be maintained in accordance with the provisions of Section 704(b) of the Code and Regulations. The foregoing provisions the Regulations thereunder, and the other provisions of that 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 consistently therewith, so that the allocations of items of income, gain, loss, deduction and applied in a manner consistent with such Regulations.credit provided herein will be given effect for federal income tax purposes. DB3/ 201676067.6

Capital Accounts. (a) A separate capital account (each a "CAPITAL ACCOUNT") shall be maintained for each Owner throughout the term of the Trust Member in accordance with the rules of section Treasury Regulations Section 1.704-1(b)(2)(iv1(b) (2)(iv). Each Member's initial Capital Account shall reflect the Gross Asset Value of such Member's initial Capital Contribution net of any liabilities secured by the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, property or to which the following property is subject. Subject to the provisions apply: of subsections (ab) To each Owner's and (c) of this Section 6.2, the Capital Account there of each Member shall be credited (i) increased by (A) the amount of money contributed by such Owner to cash and the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value Gross Asset Value of any property contributed to the Trust Company by such Owner Member (net of liabilities secured by such contributed the property that or to which the Trust property is considered to assume or take subject to under section 752 of the Codesubject), (B) Profits and (iii) such Owner's share of Profit and any other items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner Member pursuant to Section 7.03(f6.6, (ii) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. decreased by (b) To each Owner's Capital Account there shall be debited (iA) the amount of money distributed to such Owner by cash and the Trust (including Gross Asset Value of any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner Member (net of liabilities secured by the property or to which the property is subject), (B) the Losses and any other items of deduction and loss allocated to such distributed property that such Owner is considered Member pursuant to assume or take subject to)Section 6.6, and (iii) such Owner's share otherwise maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) in order for the allocation of Loss Profits and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner Losses pursuant to Section 7.03(f) 6.6 to have "substantial economic effect" in accordance with section 704(c) of the CodeTreasury Regulations Section 1.704-1(b)(2). (cb) The Capital Account of a transferee Owner shall include the appropriate portion of the Capital Account of the Owner from whom the transferee Owner's interest was obtained. (d) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions of this Section 6.2 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section Treasury Regulations Sections 1.704-1(b) of the Regulations, 1 and shall 1.704-2 and will be interpreted and applied in a manner consistent with such Treasury Regulations and any amendment or successor provision thereto. The Board will cause appropriate modifications to be made if unanticipated events might otherwise cause this Agreement not to comply with such Treasury Regulations, so long as such modifications do not cause a material change in the relative economic benefit of the Members under this Agreement. (c) If all or any part of a Member's Units are transferred in accordance with this Agreement, the Capital Account of the transferor that are attributable to the transferred Units will carry over to the transferee. (d) Each Member's Capital Account after giving effect to the transactions set forth in the Contribution Agreement is set forth on EXHIBIT A to this Agreement.

Capital Accounts. A capital account Capital Account shall be established and maintained for each Owner throughout the term of the Trust Member in accordance with the rules of section Treasury Regulation Section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each Owner). Each Member's Capital Account there shall be credited increased by (ia) the amount of money contributed by such Owner that Member to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the RegulationsCompany, (iib) the fair market value of any property contributed by that Member to the Trust by such Owner Company (net of liabilities secured by such contributed property that the Trust Company is considered to assume or take subject to under section Section 752 of the Code), and (iiic) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain the Net Income allocated to such Owner Member pursuant to Section 7.03(f5.03, and (d) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there gross income allocated to such Member pursuant to Section 5.04, and shall be debited decreased by (ie) the amount of money distributed to such Owner that Member by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such OwnerCompany, (iif) the fair market value of property distributed to such Owner that Member by the Company (net of liabilities secured by such distributed property that such Owner Member is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to under Section 7.03(f) in accordance with section 704(c) 752 of the Code). , (cg) the Net Loss allocated to such Member pursuant to Section 5.03, and (h) any "partner non-recourse deductions" (as defined in Treasury Regulation Section 1-704-2(i)) and any "non-recourse deductions" (as defined in Treasury Regulation Section 1-704-2(b)) allocated to such Member pursuant to Section 5.04 of this Agreement. The Capital Account of each Member shall be adjusted to reflect any adjustment to the Carrying Value of the Company's assets attributable to the application of Sections 734 or 743 of the Code to the extent required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m). Except as otherwise provided in this Agreement, whenever it is necessary to determine the Capital Account of any Member, the Capital Account of such Member shall be determined after giving effect to the allocation of Net Income, Net Loss and other items realized prior or concurrently to such time (including any Net Income and Net Losses attributable to adjustments to Carrying Values with respect to any concurrent distribution), and all contributions and distributions made prior or concurrently to the time as of which such determination is to be made. Upon the Disposition of all or a transferee Owner shall include the appropriate portion of a Membership Interest, the Capital Account of the Owner from whom Disposing Member that is attributable to such Membership Interest shall carry over to the transferee Owner's interest was obtained. (d) In determining Assignee in accordance with the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other 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 RegulationsTreasury Regulation Section 1.704- 1(b)(2)(iv)(l).

Capital Accounts. (a) A capital account shall be maintained on the books of the Company for each Owner throughout the term LLC Interest of the Trust each Member (a "Capital Account") in accordance with the terms of this Section 2.3. The provisions of this Agreement are intended to comply the capital account maintenance rules of section 1.704-1(b)(2)(iv) under the Regulations, and shall be interpreted consistently therewith. Each Member's "capital account" for purposes of the Regulations as in effect from time promulgated pursuant to time, and, to section 704 of the extent not inconsistent therewith, to which Code shall equal the following provisions applysum of the Capital Accounts of each LLC Interest of that Member. (b) The Capital Account of each LLC Interest shall be increased by: (a) To each Owner's Capital Account there shall be credited (i) the amount of money any cash contributed by such Owner to the Trust (including each Owner's share of any liabilities capital of the Trust assumed Company by a Member which is allocated to such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, LLC Interest, (ii) the fair market value of any property contributed to the Trust by such Owner (net of liabilities secured by such contributed property that the Trust Company is considered to assume or take subject to under section 752 of the Code), and ) of any property (other than cash) contributed to the capital of the Company by a Member which is allocated to such LLC Interest, (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated allocations to such Owner LLC Interest of Net Income pursuant to Section 7.03(f2.4(a), (iv) in accordance with section 704(callocations to such LLC Interest of income pursuant to Section 2.3(e), and (v) contributions deemed made pursuant to Section 2.4(f)(i). For the purposes of the Code)this Agreement, GFC's Initial Capital Contribution shall be allocated to its Preferred A Interest. The initial Capital Contributions Accounts of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there the Preferred B Interest and the Preferred C Interest shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)zero. (c) The Capital Account of a transferee Owner each LLC Interest shall include be decreased by: (i) the appropriate portion amount of any cash distributed to such LLC Interest, except for cash payments of accrued guaranteed payment (within the meaning of section 707(c) of the Capital Account Code) made pursuant to Sections 2.6(a)(i)(D), 2.6(a)(ii) and 6.6(b), (ii) the fair market value (net of liabilities that such Member is considered to assume or take subject to under section 752 of the Owner from whom Code) of any property (other than cash) distributed to such LLC Interest, except for property payments of accrued guaranteed payment (within the transferee Owner's interest was obtainedmeaning of section 707(c) of the Code) made pursuant to Sections 2.6(a)(i)(D), 2.6(a)(ii) and 6.6(b), (iii) allocations to such LLC Interest of Net Loss pursuant to Section 2.4(b), (iv) allocations to such LLC Interest of loss pursuant to Section 2.3(e), and (v) allocations pursuant to Section 2.4(f)(ii). (d) In For purposes of determining the amount of any liability there shall be taken into account section 752(can LLC Interest's Capital Account is increased or decreased pursuant to Sections 2.3(b) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) of the Regulations(c), respectively, and shall be interpreted and applied in a manner consistent with such Regulations.Section

Capital Accounts. A separate capital account ("Capital Account") shall be maintained for each Owner throughout the term of the Trust Member strictly in accordance with the rules of section set forth in Treas. Regs. Section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, ). Subject to the extent not inconsistent therewithpreceding sentence, to which the following provisions apply: (a) To each OwnerMember's Capital Account there shall be credited increased by (i) the amount of money contributed by such Owner it to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, Company; (ii) the fair market value of any property contributed by it to the Trust by such Owner Company (net of any liabilities secured by securing such contributed property that the Trust Company is considered to assume or take subject to under section 752 of the Code), ; and (iii) such Owner's share of Profit and items allocations to it of income and gain that are specially allocated pursuant to Sections 7.03 Article IV; and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited decreased by (i) the amount of money distributed to such Owner it by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, Company; (ii) the fair market value of property distributed to such Owner it by the Company (net of liabilities secured by securing such distributed distribute property that such Owner Member is considered to assume or take subject to), and to under Code Section 752; (iii) such Owner's share allocations to it of Loss expenditures of the Company of the type described in Code Section 705(a)(2)(B); and items (iv) allocations of Company loss or and deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction Article IV. If the book values of assets of the Company are adjusted pursuant to Treas. Regs. §1.704-1(b), the Capital Accounts of the Members shall be adjusted simultaneously to reflect the allocations of gain or loss allocated that would be made to the Members if the Company recognized gain or loss in the amount of the aggregate net adjustment to such Owner pursuant book values. If any assets of the Company are to Section 7.03(fbe distributed in kind, such assets shall be distributed on the basis of their fair market values after the Members' Capital Accounts have been adjusted to reflect the manner in which any unrealized gain and loss with respect to such assets (that have not been reflected in the Capital Accounts previously) would be allocated between the Members if there were a taxable disposition of the asset for its fair market value. It is the intent of the Company that the Capital Accounts of the Members be determined and maintained in accordance with section 704(c) the principles of Treas. Regs. §1.704-1 at all times throughout the term of the Code)Company and this Section 4.1.2 shall be so interpreted and applied. (c) The Capital Account of a transferee Owner shall include the appropriate portion In cases where I.R.C. §704(c) applies to property of the Company, the Members' Capital Account Accounts shall be adjusted in accordance with Treas. Regs. §1.704-1(b)(2)(iv)(g) for allocations to the Members of the Owner from whom the transferee Owner's interest was obtaineddepreciation, depletion, amortization, gain, and loss, as computed for book purposes, with respect to such property. (d) In determining The Capital Accounts of the amount Members may be adjusted to reflect a revaluation of any liability there Company property (including intangible assets such as goodwill) on the Company's books, to the extent provided in Treas. Regs. §1.704-1(b)(2)(iv)(f). (e) The Company may make all elections for federal income tax purposes, including an election to adjust the basis of the Company pursuant to I.R.C. §§34, 743 and 754, in the event of the transfer of an interest in the Company or the distribution of property by the Company. The Members' Capital Accounts shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating adjusted to the maintenance of Capital Accounts are intended to comply with section 1.704extent provided in Treas. Regs. §704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations1(b)(2)(iv)(m).

Capital Accounts. A There shall be established and maintained on the books of the Company a separate capital account shall be maintained (a "Capital Account") for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(iv) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions apply: (a) To each OwnerMember. Each Member's Capital Account there shall be credited (i) with the amount of money and the Gross Asset Value (as defined in Section 6.6.5.7) of any other property contributed by such Owner the Member to the Trust (including each Owner's share of any liabilities of the Trust assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner Company (net of liabilities secured by such the contributed property that the Trust Company is considered to assume or take subject to under section Section 752 of the Internal Revenue Code of 1986, as amended (the "Code"), ) and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) by the amount of money distributed any Company liabilities which are assumed by such Member. Each Member's allocated share of Company items of income, gain, loss, and deduction shall be credited or debited to such Owner its Capital Account, and all distributions of cash or property by the Trust Company to a Member (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value with distributions of property distributed to such Owner (being valued at their Gross Asset Value, net of liabilities secured by such distributed property that such Owner the Member is considered to assume or take subject toto under Section 752 of the Code), and (iii) the amount of any liabilities of such Owner's share of Loss and items of loss or deduction that Member which are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated assumed by the Company shall be debited to such Owner pursuant to Section 7.03(f) Member's Capital Account. Notwithstanding any other provision hereof, the Member's Capital Accounts shall be maintained in accordance with section 704(cTreasury Regulations under Section 704(b) of the Code). (c. In applying such principles, any expenditures of the Company described in Code Sec tion 705(a)(2)(B) The Capital Account or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-l(b)(2)(iv)(i) shall be allocated among the Members in the same manner as such expenditures would be allocated among the Members pursuant to this Article VI if such expenditures were treated as additional items of deduction of the Company recognized and required to be allocated among the Members pursuant to this Article VI with respect to the year in which such expenditures were made. In the event all or a transferee Owner shall include the appropriate portion of an interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the Owner from whom transferor to the transferee Owner's extent it relates to the transferred interest. A Person shall have a single Capital Account that reflects its entire interest was obtained. (d) In determining in the amount of any liability there shall be taken into account section 752(c) Company, regardless of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other 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 time or manner in a manner consistent with such Regulationswhich those interests were acquired.

Capital Accounts. (a) A capital account shall separate Capital Account will be maintained for each Owner throughout the term of the Trust in accordance with the rules of section 1.704-1(b)(2)(ivMember. (b) of the Regulations as in effect from time to time, and, to the extent not inconsistent therewith, to which the following provisions applyEach Member’s Capital Account will be increased by: (a) To each Owner's Capital Account there shall be credited (i) the The amount of money cash contributed by such Owner the Member to the Trust Company; (including each Owner's share ii) The Gross Asset Value of real, personal, tangible and intangible property (other than cash) contributed by the Member to the Company pursuant to Section 4.1; (iii) Allocations to the Member of items of income or gain (other than allocations under Section 8.3); and (iv) The amount of any liabilities of the Trust Company assumed by such Owner as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations, (ii) the fair market value of any property contributed to the Trust by such Owner (net of Member or liabilities that are secured by such contributed property that the Trust is considered to assume or take subject to under section 752 of the Code), and (iii) such Owner's share of Profit and items of income and gain that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any income or gain allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code). The initial Capital Contributions of each Owner are set forth on Schedule A attached hereto. (b) To each Owner's Capital Account there shall be debited (i) the amount of money distributed to such Owner by the Trust (including any liabilities of such Owner assumed by the Trust as provided in section 1.704-1(b)(2)(iv)(c) of the Regulations) other than amounts that are in repayment of debt obligations of the Trust to such Owner, (ii) the fair market value of property distributed to such Owner (net of liabilities secured by such distributed property that such Owner is considered to assume or take subject to), and (iii) such Owner's share of Loss and items of loss or deduction that are specially allocated pursuant to Sections 7.03 and 7.04 (other than any deduction or loss allocated to such Owner pursuant to Section 7.03(f) in accordance with section 704(c) of the Code)Member. (c) The Each Member’s Capital Account will be decreased by: (i) The amount of cash distributed to the Member by the Company; (ii) The Gross Asset Value of property (other than cash) distributed to the Member by the Company; (iii) Allocations to the Member of items of deduction, loss or expense (other than allocations under Section 8.3); and (iv) The amount of any liabilities of such Member assumed by the Company or liabilities that are secured by any property contributed by such Member. (d) In the event the Gross Asset Value of any asset of the Company is adjusted as provided in paragraph (b) under the definition of Gross Asset Value, any resulting gain or loss shall be allocated among the Members in accordance with Article VIII. (e) In the event of a transferee Owner shall include the appropriate sale or exchange of all or part of an Interest, a pro rata portion of the Capital Account of the Owner from whom transferor shall become the Capital Account of the transferee Owner's interest was obtainedto the extent it relates to the transferred Interest in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(l). (df) In determining the amount of any liability there shall be taken into account section 752(c) of the Code and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of manner in which Capital Accounts are to be maintained pursuant to this Section 4.3 is intended to comply with section the requirements of Code Section 704(b) and the Treasury Regulations promulgated thereunder, including, without limitation, Treasury Regulation Section 1.704-1(b1(b)(2)(iv). If the manner in which Capital Accounts are to be maintained pursuant to this Article IV should be modified to comply with Code Section 704(b) of and the RegulationsTreasury Regulations thereunder, and then, notwithstanding anything to the contrary, the method in which Capital Accounts are maintained shall be interpreted and applied so modified; provided, however, that any change in a the manner consistent with such Regulationsof maintaining Capital Accounts shall not alter the economic agreement between or among the Members without Mutual Agreement.