Common use of Maintenance Rules Clause in Contracts

Maintenance Rules. The Partnership shall maintain for each Limited Partner a separate capital account (a “Capital Account”) in accordance with this Section 6.2(a). Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner to the Partnership pursuant to this Agreement, such Limited Partner’s allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner pursuant to Section 8.2 or Section 8.3, and the amount of any liabilities of the Partnership assumed by such Limited Partner or which are secured by any property distributed to such Limited Partner. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner pursuant to this Agreement, such Limited Partner’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner pursuant to Section 8.2 or Section 8.3 and the amount of any liabilities of such Limited Partner assumed by the Partnership or which are secured by any property contributed by such Limited Partner to the Partnership. (iii) If all or any portion of a Unit is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit (or portion thereof). (iv) Upon any revaluation described in paragraph (B) of the definition of “Book Value”, the Capital Accounts of the Limited Partners shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). 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 Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.

Maintenance Rules. The Partnership Company shall maintain for each Limited Partner Member a separate capital account (a “Capital Account”) Account in accordance with this Section 6.2(a)4.3. Each The Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner Member to the Partnership Company pursuant to this Agreement, such Limited PartnerMember’s allocable share of Profits allocable to Units and any items in the nature of income or gains gain which are specially allocated to such Limited Partner Member pursuant to Section 8.2 or 5.2 and Section 8.35.3 with respect to Units held by such Member, and the amount of any Company liabilities of the Partnership assumed by such Limited Partner Member or which are secured by any property distributed to such Limited PartnerMember. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Member pursuant to this Agreement, such Limited PartnerMember’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner Member pursuant to Section 8.2 or 5.2 and Section 8.3 5.3, and the amount of any liabilities of such Limited Partner the Member assumed by the Partnership Company or which are secured by any property contributed by such Limited Partner Member to the PartnershipCompany. (iii) If In the event all or any a portion of a Unit 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 transferor to the extent it relates to the transferred Unit (interest; provided, however, that if the transfer causes a termination of the Company under Section 708(b)(1)(B) of the Code, then the Company shall be deemed to have contributed its assets to a new limited liability company in exchange for interests in the new limited liability company, followed by a distribution of the interests in the new limited liability company to the Company and liquidation of the Company. Such deemed liquidation and reconstitution shall not cause the Company to be dissolved or portion thereof)reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIII. (iv) Upon any revaluation described Notwithstanding anything in paragraph (B) this Section 4.3 to the contrary, upon the exercise of a Franklin Replacement Option or a Company Option, the initial Capital Account of the definition of “Book Value”, the Capital Accounts of the Limited Partners exercising Member shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f)equal to the exercise price of such option. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts generally are intended to comply with Section 1.704-1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board Management Committee reasonably determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board Management Committee may authorize such modifications, provided that it does not have any effect on the amounts distributable to any Person pursuant to Section 13.3 upon the dissolution of the Company.

Maintenance Rules. The Partnership Company shall maintain for each Limited Partner Member a separate capital account (a “Capital Account”) in accordance with this Section 6.2(a). For the avoidance of doubt, each Warrant shall be treated as a Noncompensatory Option but shall not be treated as exercised upon issuance, and, therefore, each holder of a Warrant shall not (for purposes of the Warrant) be treated as a Member in the Company, and thus, the holder of a Warrant will not receive any allocation of income, gain, loss or deduction in respect of any Units underlying such Warrant until such Units are actually issued following exercise of such Warrant. Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner Member to the Partnership Company pursuant to this Agreement, such Limited PartnerMember’s allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner Member pursuant to Section 8.2 or Section 8.3, and the amount of any liabilities of the Partnership Company assumed by such Limited Partner Member or which are secured by any property distributed to such Limited PartnerMember. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Member pursuant to this Agreement, such Limited PartnerMember’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner Member pursuant to Section 8.2 or Section 8.3 8.3, and the amount of any liabilities of such Limited Partner Member assumed by the Partnership Company or which are secured by any property contributed by such Limited Partner Member to the PartnershipCompany. (iii) If all or any portion of a Unit is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit (or portion thereof). (iv) Upon If (A) a new or existing Member contributes money or property to the Company (other than a de minimis amount as determined by the Board) as consideration for the issuance by the Company of any revaluation described in paragraph Units after the date hereof, (B) Units intended to constitute “profits interests” for services to be rendered for federal income tax purposes are issued, (C) the Company distributes more than a de minimis amount of the definition Company assets other than cash as consideration for all or part of “Book Value”its Units, or (D) Preferred Units are converted into Common Units, (E) immediately prior to a Corporate Conversion pursuant to Section 11.7(a), or (F) Noncompensatory Options are issued, the Capital Accounts of the Limited Partners Members shall be adjusted in accordance with Treasury Regulation Section 1.704 1(b)(2)(iv)(f); provided, however, that in the event of the issuance of any Unit pursuant to the exercise of a Noncompensatory Option where the right to share in capital represented by such Unit differs from the consideration paid to acquire and exercise such option, the Book Value of Company assets immediately after the issuance of such Unit shall be adjusted upward or downward to reflect any unrealized gain or unrealized loss attributable to such assets and the Capital Accounts of the Members shall be adjusted in a manner consistent with Treasury Regulation Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv)(s); provided further, however, that in the event of an issuance of Units for a de minimis amount of cash or contributed property, in the event of an issuance of a Noncompensatory Option to acquire a de minimis amount of Units, or in the event of an issuance of a de minimis amount of Units as consideration for the provision of services, the Board may determine that such adjustments are unnecessary for the proper administration of the Company. If, upon the occurrence of an event described in this Section 6.2(a)(iv), a Noncompensatory Option of the Company is outstanding, the Company shall adjust the Book Value of each Company asset in accordance with Treasury Regulation Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2). In making such adjustments pursuant to a conversion of Preferred Units into Common Units, the Preferred Units shall be treated as convertible equity under Treasury Regulations Section 1.721-2(g)(3), and adjustments shall be made by subtracting the value of the conversion feature of the Preferred Units from Fair Market Value before adjusting the Book Value of Company assets as provided in Treasury Regulations Sections 1.704-1(b)(2)(iv)(h)(2) and 1.704-1(b)(2)(iv)(s). 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 Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.

Maintenance Rules. The Partnership Company shall maintain for each Limited Partner Member a separate capital account (a “Capital Account”) in accordance with this Section 6.2(a). Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed or deemed contributed by such Limited Partner Member to the Partnership Company pursuant to this Agreement, such Limited Partner’s Member's allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner Member pursuant to Section 8.2 or Section 8.3, and the amount of any liabilities of the Partnership Company assumed by such Limited Partner Member or which are secured by any property distributed to such Limited Partner.Member. 136199440.19 31 (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Member pursuant to this Agreement, such Limited Partner’s Member's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner Member pursuant to Section 8.2 or Section 8.3 and the amount of any liabilities of such Limited Partner Member assumed by the Partnership Company or which are secured by any property contributed by such Limited Partner Member to the PartnershipCompany. (iii) If all or any portion of a Unit Share is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit Share (or portion thereof). (iv) Upon If a new or existing Member contributes money or property to the Company (other than a de minimis amount as determined by the Board) as consideration for the issuance by the Company of any revaluation Shares after the date hereof, if a retiring or existing Member receives a distribution of money or property as consideration for any Shares of the Company after the date hereof, or upon any other events described in paragraph (B) of the definition of “Book Value”Treasury Regulations Section 1.704-1(b)(2)(iv)(f), the Capital Accounts of the Limited Partners shall Members may be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f1.704‑1(b)(2)(iv)(f), in the discretion of the Board. 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(b1.704‑1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.

Maintenance Rules. The Partnership shall maintain for each Limited Partner a separate capital account (a “Capital Account”) Account in accordance with this Section 6.2(a)4.4. Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner to the Partnership pursuant to this Agreement, such Limited Partner’s 's allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner pursuant to Section 8.2 or 5.2 and Section 8.35.3 hereof, and the amount of any Partnership liabilities of the Partnership assumed by such Limited Partner or which are secured by any property distributed to such Limited Partner. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner pursuant to this Agreement, such Limited Partner’s 's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner pursuant to Section 8.2 or 5.2 and Section 8.3 5.3 hereof, and the amount of any liabilities of such Limited the Partner assumed by the Partnership or which are secured by any property contributed by such Limited Partner to the Partnership. (iii) If all or In the event any portion of a Unit interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent that it relates to the transferred Unit (or portion thereof)interest. (iv) Upon In determining the amount of any revaluation described in paragraph liability for purposes of Sections 4.4(a)(i) and (Bii) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the definition of “Book Value”, the Code and Regulations. (v) The Capital Accounts of the Limited Partners each Partner shall be adjusted as provided in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(f)1(b)(2)(iv)(j) to take into account any required basis adjustments with respect to Code Section 38 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(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines General Partners, acting jointly, determine that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board General Partners, acting jointly, may authorize such modifications, provided that it is not likely to have a material effect on the amounts distributable to any Person.

Maintenance Rules. The Partnership Company shall maintain for each Limited Partner Unitholder a separate capital account (a “Capital Account”) in accordance with this Section 6.2(a). Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner Unitholder to the Partnership Company pursuant to this Agreement, such Limited PartnerUnitholder’s allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner Unitholder pursuant to Section 8.2 or Section 8.3, and the amount of any liabilities of the Partnership Company assumed by such Limited Partner Unitholder or which are secured by any property distributed to such Limited PartnerUnitholder. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Unitholder pursuant to this Agreement, such Limited PartnerUnitholder’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner Unitholder pursuant to Section 8.2 or Section 8.3 8.3, and the amount of any liabilities of such Limited Partner Unitholder assumed by the Partnership Company or which are secured by any property contributed by such Limited Partner Unitholder to the PartnershipCompany. (iii) If all or any portion of a Unit is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit (or or, in each case, portion thereof). (iv) Upon any revaluation described in paragraph If the Book Value of the Company assets is adjusted pursuant to clause (Bb) of the definition of “Book Value”, ,” the Capital Accounts of the Limited Partners Unitholders shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). 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 Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.

Maintenance Rules. The Partnership Company shall maintain for each Limited Partner Member a separate capital account (a “Capital Account”) in accordance with this Section 6.2(a4.2(a), which shall control the division of assets upon liquidation of the Company to the extent provided in Section 11.2(b)(iii). Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner Member to the Partnership Company pursuant to this Agreement, such Limited PartnerMember’s allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner Member pursuant to Section 8.2 5.2 or Section 8.35.3, and the amount of any liabilities of the Partnership Company assumed by such Limited Partner Member or which are secured by any property distributed to such Limited PartnerMember. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Member pursuant to this Agreement, such Limited PartnerMember’s allocable share of Losses and any items of in the nature of deductions or losses which are specially allocated to such Limited Partner Member pursuant to Section 8.2 5.2 or Section 8.3 5.3, and the amount of any liabilities of such Limited Partner Member assumed by the Partnership Company or which are secured by any property contributed by such Limited Partner Member to the PartnershipCompany. (iii) If all or any portion of a Unit is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit (or portion thereof). (iv) Upon any revaluation described in paragraph (B) of the definition of “Book Value”, the Capital Accounts of the Limited Partners shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). 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 Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.

Maintenance Rules. The Partnership shall maintain for each Limited Partner Unitholder a separate capital account (a “Capital Account”) in accordance with this Section 6.2(a). Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner Unitholder to the Partnership pursuant to this Agreement, such Limited Partner’s Unitholder's allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner Unitholder pursuant to Section 8.2 or Section 8.38.3 below, and the amount of any liabilities of the Partnership assumed by such Limited Partner Unitholder or which are secured by any property distributed to such Limited PartnerUnitholder. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Unitholder pursuant to this Agreement, such Limited Partner’s Unitholder's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner Unitholder pursuant to Section 8.2 or Section 8.3 below, and the amount of any liabilities of such Limited Partner Unitholder assumed by the Partnership or which are secured by any property contributed by such Limited Partner Unitholder to the Partnership. (iii) If all or any portion of a Unit or an Option is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit (or or, in each case, portion thereof). (iv) Upon any revaluation described in paragraph If the Book Value of the Partnership assets is adjusted pursuant to clause (Bb) of the definition of “Book Value”, ,” the Capital Accounts of the Limited Partners Unitholders shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). 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 Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines General Partners determine that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board General Partners may authorize such modifications.

Maintenance Rules. The Partnership Company shall maintain for each Limited Partner Member a ----------------- separate capital account (a “"Capital Account”") in accordance with this Section 6.2(a). --------------- 4.2(a) Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner Member to the Partnership Company pursuant to this Agreement, such Limited Partner’s Member's allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner Member pursuant to Section 8.2 5.2 or Section 8.35.3, and the amount of any liabilities of the Partnership Company assumed by such Limited Partner Member or which are secured by any property distributed to such Limited PartnerMember. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Member pursuant to this Agreement, such Limited Partner’s Member's allocable share of Losses and any items of in the nature of deductions or losses which are specially allocated to such Limited Partner Member pursuant to Section 8.2 5.2 or Section 8.3 5.3, and the amount of any liabilities of such Limited Partner Member assumed by the Partnership Company or which are secured by any property contributed by such Limited Partner Member to the PartnershipCompany. (iii) If all or any portion of a Unit Membership Interest is transferred Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account, the Contributed Capital Account and the Pro Rata Percentages of the transferor to the extent it relates to the transferred Unit (or portion thereof)Membership Interest. (iv) Upon If a new or existing Member contributed money or property to the Company (other than a de minimis amount as determined by the Board) as consideration for the issuance by the Company of any revaluation described in paragraph (B) of Units after the definition of “Book Value”date hereof, the Capital Accounts of the Limited Partners Members shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). 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 Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board President or Secretary of the Company determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board President or Secretary of the Company may authorize such modifications.

Maintenance Rules. The Partnership There shall maintain be maintained for each Limited Partner a separate capital account with respect to each Series in which such Limited Partner holds Series Units (a “Capital Account”) in accordance with this Section 6.2(a). Each Capital Account shall be maintained in accordance with the following provisions: (i) Upon execution and delivery of this Agreement, as of the Effective Time, the balance of each Limited Partner’s Capital Account in the Partnership shall be allocated to such Limited Partner’s Capital Account hereby established for such Limited Partner in respect of each of Series REIT and Series TRS pro rata, as determined by the Series Boards of all Series, based on the Book Value of the assets allocated to Series REIT and Series TRS. (ii) Such Capital Account in respect of each Series shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner to the Partnership such Series pursuant to this Agreement, such Limited Partner’s allocable share of Profits of such Series and any items in the nature of income or gains of such Series which are specially allocated to such Limited Partner pursuant to Section 5.5(d), Section 8.2 or Section 8.3, and the amount of any liabilities of the Partnership such Series assumed by such Limited Partner or which are secured by any property of such Series distributed to such Limited Partner. (iiiii) Such Capital Account in respect of each Series shall be decreased by the cash amount or Book Value of any property of such Series distributed to such Limited Partner pursuant to this Agreement, such Limited Partner’s allocable share of Losses of such Series and any items in the nature of deductions or losses of such Series which are specially allocated to such Limited Partner pursuant to Section 8.2 or Section 8.3 and the amount of any liabilities of such Limited Partner assumed by the Partnership such Series or which are secured by any property contributed by such Limited Partner to the Partnershipsuch Series. (iiiiv) If all or any portion of a Series Unit is transferred in respect of such Series in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account in respect of such Series of the transferor to the extent it relates to the transferred Unit (or portion thereof). (ivv) Upon any revaluation described in paragraph (B) of the definition of “Book Value”, the Capital Accounts of the Limited Partners in respect of the applicable Series shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). (vi) In determining the amount of any liability for purposes of subsections (ii) and (iii) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and the Treasury Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Series Board of a Series determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Series Board of such Series may authorize such modifications.

Maintenance Rules. The Partnership shall Company will maintain for each Limited Partner Member a separate capital account (a “the "Capital Account”") in accordance with this Section 6.2(a4.3. which will control the division of assets upon liquidation of the Company as provided in Section 12.3(d)(ii). Each Capital Account shall will be maintained in accordance with the following provisions: (i) Such Capital Account shall will be increased by the cash amount or Book Value of any property contributed by such Limited Partner Member to the Partnership Company pursuant to this Agreement, such Limited Partner’s Member's allocable share of Profits and any items in the nature of income or gains which gain that are specially allocated to such Limited Partner Member pursuant to Section 8.2 or Section 8.3Sections 5.2 and 5.3, and the amount of any Company liabilities of the Partnership assumed by such Limited Partner Member or which that are secured by any property distributed to such Limited PartnerMember. (ii) Such Capital Account shall will be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Member pursuant to this Agreement, such Limited Partner’s Member's allocable share of Losses and any items in the nature of deductions or losses which that are specially allocated to such Limited Partner Member pursuant to Section 8.2 or Section 8.3 Sections 5.2 and 5.3, and the amount of any liabilities of such Limited Partner the Member assumed by the Partnership Company or for the satisfaction of which are secured by recourse may be made to any property contributed by such Limited Partner Member to the PartnershipCompany. (iii) If In the event all or any a portion of a Unit an interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall will succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit (or portion thereof). (iv) Upon any revaluation described in paragraph (Binterest; provided, however, that if the transfer causes a termination of the Company under Section 708(b)(l)(B) of the definition Code, the assets of “Book Value”, the Company will be deemed to have been distributed in liquidation of the Company to the Members (including the transferee of the Member Interest) pursuant to Sections 12.3 and 12.5 and recontributed by such Members and transferees in reconstitution of the Company. Such deemed liquidation and reconstitution will not cause the Company to be dissolved or reconstituted for purposes other than maintenance of the Capital Accounts of the Limited Partners shall be adjusted and federal income tax, unless otherwise provided in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f)Article XII. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are generally intended to comply with Section 1.704-1(bl(b) of the Treasury Tax Regulations and shall will be interpreted and applied in a manner consistent with such Treasury Tax Regulations. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Tax Regulations, the Board may authorize such modifications, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Section 12.3 upon the dissolution of the Company, nor a material effect on the amounts of taxable income, gain, deduction, or loss allocable to the Members.

Maintenance Rules. The Partnership shall maintain for each Limited Partner a separate capital account (a “Capital Account”) Account in accordance with this Section 6.2(a)4.5, which shall control the division of assets upon liquidation of the Partnership as provided in Section 13.3. Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner to the Partnership pursuant to this Agreement, such Limited Partner’s 's allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner pursuant to Section 8.2 or 5.2 and Section 8.35.3, and the amount of any Partnership liabilities of the Partnership assumed by such Limited Partner or which are secured by any property distributed to such Limited Partner. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner pursuant to this Agreement, such Limited Partner’s 's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner pursuant to Section 8.2 or 5.2 and Section 8.3 5.3, and the amount of any liabilities of such Limited the Partner assumed by the Partnership or which are secured by any property contributed by such Limited Partner to the Partnership. (iii) If all or any a portion of a Unit 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 transferor to the extent it relates to the transferred Unit (or portion thereof). (iv) Upon any revaluation described in paragraph (Binterest; provided, however, that if the transfer causes a termination of the Partnership under section 708(b)(1)(B) of the definition of “Book Value”Code, then the Capital Accounts Partnership shall be deemed to have contributed its assets to a new partnership in exchange for all of the Limited interests in the new partnership, followed by a distribution of the interests in the new partnership to the transferee Partner and the remaining Partners shall be adjusted of the Partnership in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f)liquidation of the Partnership. 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 Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board a Super-Majority Interest determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board General Partner may authorize such modifications, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Section 13.3 upon the dissolution and liquidation of the Partnership.

Maintenance Rules. The Partnership Company shall maintain for each Limited Partner Unitholder and Option Holder a separate capital account (a “Capital Account”) in accordance with this Section 6.2(a). Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner Unitholder or Option Holder to the Partnership Company pursuant to this Agreement, such Limited PartnerUnitholder’s or Option Holders’ allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner Unitholder or Option Holder pursuant to Section 8.2 or Section 8.38.3 below, and the amount of any liabilities of the Partnership Company assumed by such Limited Partner Unitholder or Option Holder or which are secured by any property distributed to such Limited PartnerUnitholder or Option Holder. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Unitholder or Option Holder pursuant to this Agreement, such Limited PartnerUnitholder’s or Option Holders’ allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner Unitholder or Option Holder pursuant to Section 8.2 or Section 8.3 below, and the amount of any liabilities of such Limited Partner Unitholder or Option Holder assumed by the Partnership Company or which are secured by any property contributed by such Limited Partner Unitholder or Option Holder to the PartnershipCompany. (iii) If all or any portion of a Unit or an Option is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit or Option (or or, in each case, portion thereof). (iv) Upon any revaluation described in paragraph If the Book Value of the Company assets is adjusted pursuant to clause (Bb) of the definition of “Book Value”, ,” the Capital Accounts of the Limited Partners Unitholders or Option Holders shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). 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 Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations; provided that in the case of any Option Holder the initial balance of such Option Holder’s Capital Account shall be deemed to equal the aggregate amount paid by such Option Holder to the Company to acquire such Option. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.

Maintenance Rules. The Partnership Company shall maintain for each Limited Partner Member a separate capital account (Capital Account and, if applicable, a “Preferred Capital Account”) Account in accordance with this Section 6.2(a)4.3, which shall control the division of assets upon liquidation of the Company as provided in Section 13.3. Each The Capital Account and Preferred Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner Member to the Partnership Company pursuant to this Agreement, such Limited Partner’s allocable Member's share of Profits allocable to Units and any items in the nature of income or gains gain which are specially allocated to such Limited Partner Member pursuant to Section 8.2 or 5.2 and Section 8.35.3 hereof with respect to Units held by such Member, and the amount of any Company liabilities of the Partnership assumed by such Limited Partner Member or which are secured by any property distributed to such Limited PartnerMember. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Member pursuant to this Agreement, such Limited Partner’s Member's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner Member pursuant to Section 8.2 or 5.2 and Section 8.3 5.3 hereof, and the amount of any liabilities of such Limited Partner the Member assumed by the Partnership Company or which are secured by any property contributed by such Limited Partner Member to the PartnershipCompany. (iii) If Such Preferred Capital Account shall be established upon issuance of Preferred Units to such Member in an amount equal to the Initial Liquidation Preference of the Preferred Units so issued. (iv) Such Preferred Capital Account shall be increased by such Member's share of Profits allocable to Preferred Units and any items in the nature of income or gain which are specially allocated to such Member pursuant to Section 5.2 and Section 5.3 hereof with respect to Preferred Units held by such Member. (v) In the event all or any a portion of a Unit an interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account and/or Preferred Capital Account of the transferor to the extent it relates to the transferred Unit (interest; provided, however, that if the transfer causes a termination of the Company under Section 708(b)(1)(B) of the Code, then the Company shall be deemed to have contributed its assets to a new limited liability company in exchange for interests in the new limited liability company, followed by a distribution of the interests in the new limited liability company to the Company and liquidation of the Company. Such deemed liquidation and reconstitution shall not cause the Company to be dissolved or portion thereof)reconstituted for purposes other than maintenance of the Capital Accounts and federal income tax, unless otherwise provided in Article XII. (ivvi) Upon any revaluation described Notwithstanding anything in paragraph (B) this Section 4.3 to the contrary, upon the exercise of a Franklin Option or a Partnership Option the initial Capital Account of the definition of “Book Value”, the Capital Accounts of the Limited Partners exercising Member shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f)equal to the exercise price of such option. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts and Preferred Capital Accounts generally are intended to comply with Section 1.704-1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board Management Committee reasonably determines that it is prudent to modify the manner in which the Capital Accounts or Preferred Capital Accounts, or any increases or decreases to the Capital Accounts or Preferred Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board Management Committee may authorize such modifications, provided that it does not have any effect on the amounts distributable to any Person pursuant to Section 13.3 hereof upon the dissolution of the Company.

Maintenance Rules. The Partnership Company shall maintain for each Limited Partner Member a separate capital account (a “Capital Account”) in accordance with this Section 6.2(a). Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed or deemed contributed by such Limited Partner Member to the Partnership Company pursuant to this Agreement, such Limited Partner’s Member's allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner Member pursuant to Section 8.2 or Section 8.3, and the amount of any liabilities of the Partnership Company assumed by such Limited Partner Member or which are secured by any property distributed to such Limited PartnerMember. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Limited Partner Member pursuant to this Agreement, such Limited Partner’s Member's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Limited Partner Member pursuant to Section 8.2 or Section 8.3 and the amount of any liabilities of such Limited Partner Member assumed by the Partnership Company or which are secured by any property contributed by such Limited Partner Member to the PartnershipCompany. (iii) If all or any portion of a Unit Member’s Equity Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit Equity Interest (or portion thereof). (iv) Upon If a new or existing Member contributes money or property to the Company (other than a de minimis amount as determined by the Board) as consideration for the issuance by the Company of any revaluation Equity Interest after the date hereof, if a retiring or existing Member receives a distribution of money or property as consideration for any Equity Interest of the Company after the date hereof, or upon any other events described in paragraph (B) of the definition of “Book Value”Treasury Regulations Section 1.704-1(b)(2)(iv)(f), the Capital Accounts of the Limited Partners shall Members may be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f1.704‑1(b)(2)(iv)(f), in the discretion of the Board. 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(b1.704‑1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.