Common use of Maintenance Rules Clause in Contracts

Maintenance Rules. The Company shall maintain for each Member a separate Capital Account in accordance with this Section 4.3. 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 Member to the Company pursuant to this Agreement, such Member’s share of Profits allocable to 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 with respect to Units held by such Member, and the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and Section 5.3, and the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by such Member to the Company. (iii) In the event all or a 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 transferor to the extent it relates to the transferred 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 reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIII. (iv) Notwithstanding anything in 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 exercising Member shall be 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 Regulations and shall be interpreted and applied in a manner consistent with such Regulations. If the 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 Regulations, the 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 Company Partnership shall maintain for each Member Limited Partner a separate capital account (a “Capital Account Account”) in accordance with this Section 4.36.2(a). The 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 Member Limited Partner to the Company Partnership pursuant to this Agreement, such MemberLimited Partner’s allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member Limited Partner pursuant to Section 5.2 and 8.2 or Section 5.3 with respect to Units held by such Member8.3, and the amount of any Company liabilities of the Partnership assumed by such Member Limited Partner or which are secured by any property distributed to such MemberLimited Partner. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member Limited Partner pursuant to this Agreement, such MemberLimited Partner’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member Limited Partner pursuant to Section 5.2 and 8.2 or Section 5.3, 8.3 and the amount of any liabilities of the Member such Limited Partner assumed by the Company Partnership or which are secured by any property contributed by such Member Limited Partner to the CompanyPartnership. (iii) In the event If all or a any portion of an interest in the Company 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 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 Unit (or reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIIIportion thereof). (iv) Notwithstanding anything Upon any revaluation described in this Section 4.3 to paragraph (B) of the contrary, upon the exercise definition of a Franklin Replacement Option or a Company Option“Book Value”, the initial Capital Account Accounts of the exercising Member Limited Partners shall be equal to the exercise price of such optionadjusted 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 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 Management Committee reasonably 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 Management Committee Board 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 Company shall maintain for each Member a separate capital account (a “Capital Account Account”) in accordance with this Section 4.36.2(a). The 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 Member to the Company pursuant to this Agreement, such Member’s allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member pursuant to Section 5.2 and 8.2 or Section 5.3 with respect to Units held by such Member8.3, and the amount of any liabilities of the Company liabilities assumed by such Member or which are secured by any property distributed to such Member. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and 8.2 or Section 5.38.3, and the amount of any liabilities of the such Member assumed by the Company or which are secured by any property contributed by such Member to the Company. (iii) In the event If all or a any portion of an interest in the Company 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 interestUnit (or portion thereof). (iv) 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 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 Company assets other than cash as consideration for all or part of 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 Members shall be adjusted in accordance with Treasury Regulation Section 1.704 1(b)(2)(iv)(f); provided, however, that if in the transfer causes a termination 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 under Section 708(b)(1)(B) 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 Code, then the Company Members shall be deemed to have contributed its assets to adjusted in a new limited liability company in exchange for interests manner consistent with Treasury Regulation Section 1.704-1(b)(2)(iv)(s); provided further, however, that in the new limited liability companyevent of an issuance of Units for a de minimis amount of cash or contributed property, followed by a distribution of the interests in the new limited liability company event of an issuance of a Noncompensatory Option to acquire a de minimis amount of Units, or in the Company and liquidation 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. Such deemed liquidation and reconstitution shall not cause If, upon the Company to be dissolved or reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIII. (iv) Notwithstanding anything occurrence of an event described in this Section 4.3 to 6.2(a)(iv), a Noncompensatory Option of the contrary, upon the exercise of a Franklin Replacement Option or a Company Optionis outstanding, the initial Capital Account 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 exercising Member shall be equal to conversion feature of the exercise price Preferred Units from Fair Market Value before adjusting the Book Value of such optionCompany 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 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 Management Committee reasonably 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 Management Committee Board 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 Company Partnership shall maintain for each Member Partner a separate Capital Account in accordance with this Section 4.34.4. The 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 Member Partner to the Company Partnership pursuant to this Agreement, such Member’s Partner's allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member Partner pursuant to Section 5.2 and Section 5.3 with respect to Units held by such Memberhereof, and the amount of any Company Partnership liabilities assumed by such Member Partner or which are secured by any property distributed to such MemberPartner. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member Partner pursuant to this Agreement, such Member’s Partner's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member Partner pursuant to Section 5.2 and Section 5.35.3 hereof, and the amount of any liabilities of the Member Partner assumed by the Company Partnership or which are secured by any property contributed by such Member Partner to the CompanyPartnership. (iii) In the event all or a portion of an any interest in the Company 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 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 reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIII. (iv) Notwithstanding anything in this In determining the amount of any liability for purposes of Sections 4.4(a)(i) and (ii) hereof, there shall be taken into account Code Section 4.3 to the contrary, upon the exercise of a Franklin Replacement Option or a Company Option, the initial Capital Account 752(c) and any other applicable provisions of the exercising Member Code and Regulations. (v) The Capital Accounts of each Partner shall be equal adjusted as provided in Regulations Section 1.704-1(b)(2)(iv)(j) to the exercise price of such optiontake 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 generally are intended to comply with Section 1.704-1(b) of the Regulations and shall be interpreted and applied in a manner consistent with such Regulations. If the Management Committee reasonably 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 Regulations, the Management Committee General Partners, acting jointly, may authorize such modifications, provided that it does is not likely to have any a material effect on the amounts distributable to any Person pursuant to Section 13.3 upon the dissolution of the CompanyPerson.

Maintenance Rules. The Company shall maintain for each Member Unitholder a separate capital account (a “Capital Account Account”) in accordance with this Section 4.36.2(a). The 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 Member Unitholder to the Company pursuant to this Agreement, such MemberUnitholder’s allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member Unitholder pursuant to Section 5.2 and 8.2 or Section 5.3 with respect to Units held by such Member8.3, and the amount of any liabilities of the Company liabilities assumed by such Member Unitholder or which are secured by any property distributed to such MemberUnitholder. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member Unitholder pursuant to this Agreement, such MemberUnitholder’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member Unitholder pursuant to Section 5.2 and 8.2 or Section 5.38.3, and the amount of any liabilities of the Member such Unitholder assumed by the Company or which are secured by any property contributed by such Member Unitholder to the Company. (iii) In the event If all or a any portion of an interest in the Company 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 interest; providedUnit (or, howeverin each case, 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 reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIIIportion thereof). (iv) Notwithstanding anything in this Section 4.3 to If the contrary, upon the exercise of a Franklin Replacement Option or a Company Option, the initial Capital Account Book Value of the exercising Member Company assets is adjusted pursuant to clause (b) of the definition of “Book Value,” the Capital Accounts of the Unitholders shall be equal to the exercise price of such optionadjusted 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 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 Management Committee reasonably 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 Management Committee Board 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 Company Partnership shall maintain for each Member Unitholder a separate capital account (a “Capital Account Account”) in accordance with this Section 4.36.2(a). The 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 Member Unitholder to the Company Partnership pursuant to this Agreement, such Member’s Unitholder's allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member Unitholder pursuant to Section 5.2 and 8.2 or Section 5.3 with respect to Units held by such Member8.3 below, and the amount of any Company liabilities of the Partnership assumed by such Member Unitholder or which are secured by any property distributed to such MemberUnitholder. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member Unitholder pursuant to this Agreement, such Member’s Unitholder's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member Unitholder pursuant to Section 5.2 and 8.2 or Section 5.38.3 below, and the amount of any liabilities of the Member such Unitholder assumed by the Company Partnership or which are secured by any property contributed by such Member Unitholder to the CompanyPartnership. (iii) In the event If all or a any portion of a Unit or an interest in the Company 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 interest; providedUnit (or, howeverin each case, 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 reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIIIportion thereof). (iv) Notwithstanding anything in this Section 4.3 to If the contrary, upon the exercise of a Franklin Replacement Option or a Company Option, the initial Capital Account Book Value of the exercising Member Partnership assets is adjusted pursuant to clause (b) of the definition of “Book Value,” the Capital Accounts of the Unitholders shall be equal to the exercise price of such optionadjusted 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 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 Management Committee reasonably 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 Management Committee General Partners 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 Company shall maintain for each Member a separate capital account (a “Capital Account Account”) in accordance with this Section 4.34.2(a), which shall control the division of assets upon liquidation of the Company to the extent provided in Section 11.2(b)(iii). The 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 Member to the Company pursuant to this Agreement, such Member’s allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member pursuant to Section 5.2 and or Section 5.3 with respect to Units held by such Member5.3, and the amount of any liabilities of the Company liabilities assumed by such Member or which are secured by any property distributed to such Member. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s allocable share of Losses and any items of in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and or Section 5.3, and the amount of any liabilities of the such Member assumed by the Company or which are secured by any property contributed by such Member to the Company. (iii) In the event If all or a any portion of an interest in the Company 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 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 Unit (or reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIII. (iv) Notwithstanding anything in 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 exercising Member shall be equal to the exercise price of such optionportion thereof). 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 Management Committee reasonably 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 Management Committee Board 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 Company shall maintain for each Member a separate capital account (a “Capital Account Account”) in accordance with this Section 4.36.2(a). The 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 Member to the Company pursuant to this Agreement, such Member’s 's allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member pursuant to Section 5.2 and 8.2 or Section 5.3 with respect to Units held by such Member8.3, and the amount of any liabilities of the Company liabilities assumed by such Member or which are secured by any property distributed to such Member.. 136199440.19 31 (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s 's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and 8.2 or Section 5.3, 8.3 and the amount of any liabilities of the such Member assumed by the Company or which are secured by any property contributed by such Member to the Company. (iii) In the event If all or a any portion of an interest in the Company a 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 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 Share (or reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIIIportion thereof). (iv) Notwithstanding anything in this Section 4.3 If a new or existing Member contributes money or property to the contraryCompany (other than a de minimis amount as determined by the Board) as consideration for the issuance by the Company of any 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 the exercise of a Franklin Replacement Option or a Company Optionany other events described in Treasury Regulations Section 1.704-1(b)(2)(iv)(f), the initial Capital Account Accounts of the exercising Member shall Members may be equal to adjusted in accordance with Treasury Regulation Section 1.704‑1(b)(2)(iv)(f), in the exercise price discretion of such optionthe Board. 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(b1.704‑1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Management Committee reasonably 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 Management Committee Board 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 Company There shall maintain be maintained for each Member Limited Partner a separate capital account with respect to each Series in which such Limited Partner holds Series Units (a “Capital Account Account”) in accordance with this Section 4.36.2(a). The 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 Member Limited Partner to the Company such Series pursuant to this Agreement, such MemberLimited Partner’s allocable share of Profits allocable to Units of such Series and any items in the nature of income or gain gains of such Series which are specially allocated to such Member Limited Partner pursuant to Section 5.2 and 5.5(d), Section 5.3 with respect to Units held by such Member8.2 or Section 8.3, and the amount of any Company liabilities of such Series assumed by such Member Limited Partner or which are secured by any property of such Series distributed to such MemberLimited 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 Member Limited Partner pursuant to this Agreement, such MemberLimited 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 Member Limited Partner pursuant to Section 5.2 and 8.2 or Section 5.3, 8.3 and the amount of any liabilities of the Member such Limited Partner assumed by the Company such Series or which are secured by any property contributed by such Member Limited Partner to the Companysuch Series. (iiiiv) In the event If all or a any portion of an interest in the Company 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 interest; provided, however, that if the transfer causes a termination of the Company under Section 708(b)(1)(BUnit (or portion thereof). (v) Upon any revaluation described in paragraph (B) of the Codedefinition of “Book Value”, then the Company Capital Accounts of the Limited Partners in respect of the applicable Series shall be deemed to have contributed its assets to a new limited liability company adjusted 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 reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIIIaccordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f). (ivvi) Notwithstanding anything in this In determining the amount of any liability for purposes of subsections (ii) and (iii) hereof, there shall be taken into account Code Section 4.3 to the contrary, upon the exercise of a Franklin Replacement Option or a Company Option, the initial Capital Account 752(c) and any other applicable provisions of the exercising Member shall be equal to Code and the exercise price of such optionTreasury Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts generally are intended to comply with Treasury Regulation Section 1.704-1(b) of the Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Management Committee reasonably 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 Management Committee Series Board of such Series 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 Company shall maintain for each Member a ----------------- separate capital account (a "Capital Account Account") in accordance with this Section 4.3. The --------------- 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 Member to the Company pursuant to this Agreement, such Member’s 's allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member pursuant to Section 5.2 and or Section 5.3 with respect to Units held by such Member5.3, and the amount of any liabilities of the Company liabilities assumed by such Member or which are secured by any property distributed to such Member. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s 's allocable share of Losses and any items of in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and or Section 5.3, and the amount of any liabilities of the such Member assumed by the Company or which are secured by any property contributed by such Member to the Company. (iii) In the event If all or a any portion of an interest in the Company a 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 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 reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIIIMembership Interest. (iv) Notwithstanding anything in this Section 4.3 If a new or existing Member contributed money or property to the contrary, upon Company (other than a de minimis amount as determined by the exercise Board) as consideration for the issuance by the Company of a Franklin Replacement Option or a Company Optionany Units after the date hereof, the initial Capital Account Accounts of the exercising Member Members shall be equal to the exercise price of such optionadjusted 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 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 Management Committee reasonably 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 Management Committee President or Secretary of the Company 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 Company shall maintain for each Member a separate Capital Account and, if applicable, a Preferred Capital Account in accordance with this Section 4.3, which shall control the division of assets upon liquidation of the Company as provided in Section 13.3. 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 Member to the Company pursuant to this Agreement, such Member’s 's share of Profits allocable to 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 Units held by such Member, and the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s 's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and Section 5.35.3 hereof, and the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by such Member to the Company. (iii) 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 a 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 and/or Preferred Capital Account of the transferor to the extent it relates to the transferred 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 reconstituted for purposes other than maintenance of the Capital Accounts and federal income tax, unless otherwise provided in Article XIIIXII. (ivvi) Notwithstanding anything in this Section 4.3 to the contrary, upon the exercise of a Franklin Replacement Option or a Company Option, Partnership Option the initial Capital Account of the exercising Member shall be 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 Regulations and shall be interpreted and applied in a manner consistent with such Regulations. If the 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 Regulations, the 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 Company shall maintain for each Member a ----------------- separate capital account (a "Capital Account Account") in accordance with this Section 4.3--------------- 4.2 (a) which shall control the division of assets upon liquidation of the Company to the extent provided in Section 11.2(b)(iii). The 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 Member to the Company pursuant to this Agreement, such Member’s 's allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member pursuant to Section 5.2 and or Section 5.3 with respect to Units held by such Member5.3, and the amount of any liabilities of the Company liabilities assumed by such Member or which are secured by any property distributed to such Member. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s 's allocable share of Losses and any items of in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and or Section 5.3, and the amount of any liabilities of the such Member assumed by the Company or which are secured by any property contributed by such Member to the Company. (iii) In the event If all or a any portion of an interest in the Company 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 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 Unit (or reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIII. (iv) Notwithstanding anything in 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 exercising Member shall be equal to the exercise price of such optionportion thereof). The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts generally are intended to comply with Section 1.704-1.704- 1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Management Committee reasonably 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 Management Committee Board 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 Company shall maintain for each Member a separate capital account (a “Capital Account Account”) in accordance with this Section 4.36.2(a). The 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 Member to the Company pursuant to this Agreement, such Member’s 's allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member pursuant to Section 5.2 and 8.2 or Section 5.3 with respect to Units held by such Member8.3, and the amount of any liabilities of the Company liabilities assumed by such Member or which are secured by any property distributed to such Member. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s 's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and 8.2 or Section 5.3, 8.3 and the amount of any liabilities of the such Member assumed by the Company or which are secured by any property contributed by such Member to the Company. (iii) In the event If all or a any portion of an interest in the Company a 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 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 Equity Interest (or reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIIIportion thereof). (iv) Notwithstanding anything in this Section 4.3 If a new or existing Member contributes money or property to the contraryCompany (other than a de minimis amount as determined by the Board) as consideration for the issuance by the Company of any 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 the exercise of a Franklin Replacement Option or a Company Optionany other events described in Treasury Regulations Section 1.704-1(b)(2)(iv)(f), the initial Capital Account Accounts of the exercising Member shall Members may be equal to adjusted in accordance with Treasury Regulation Section 1.704‑1(b)(2)(iv)(f), in the exercise price discretion of such optionthe Board. 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(b1.704‑1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Management Committee reasonably 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 Management Committee Board 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 Company shall maintain for each Member a separate capital account (a “Capital Account Account”) in accordance with this Section 4.36.2(a). The 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 Member to the Company pursuant to this Agreement, such Member’s 's allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member pursuant to Section 5.2 and 8.2 or Section 5.3 with respect to Units held by such Member8.3, and the amount of any liabilities of the Company liabilities assumed by such Member or which are secured by any property distributed to such Member. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s 's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and 8.2 or Section 5.3, 8.3 and the amount of any liabilities of the such Member assumed by the Company or which are secured by any property contributed by such Member to the Company. (iii) In the event If all or a any portion of an interest in the Company a 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 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 Share (or reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIIIportion thereof). (iv) Notwithstanding anything in this Section 4.3 If a new or existing Member contributes money or property to the contraryCompany (other than a de minimis amount as determined by the Board) as consideration for the issuance by the Company of any 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 the exercise of a Franklin Replacement Option or a Company Optionany other events described in Treasury Regulations Section 1.704-1(b)(2)(iv)(f), the initial Capital Account Accounts of the exercising Member shall Members may be equal to adjusted in accordance with Treasury Regulation Section 1.704‑1(b)(2)(iv)(f), in the exercise price discretion of such optionthe Board. 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(b1.704‑1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Management Committee reasonably 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 Management Committee Board 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 Company Partnership shall maintain for each Member Partner a separate Capital Account in accordance with this Section 4.34.5, which shall control the division of assets upon liquidation of the Partnership as provided in Section 13.3. The 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 Member Partner to the Company Partnership pursuant to this Agreement, such Member’s Partner's allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member Partner pursuant to Section 5.2 and Section 5.3 with respect to Units held by such Member5.3, and the amount of any Company Partnership liabilities assumed by such Member Partner or which are secured by any property distributed to such MemberPartner. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member Partner pursuant to this Agreement, such Member’s Partner's allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member Partner pursuant to Section 5.2 and Section 5.3, and the amount of any liabilities of the Member Partner assumed by the Company Partnership or which are secured by any property contributed by such Member Partner to the CompanyPartnership. (iii) In the event If all or a portion of an interest in the Company 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 interest; provided, however, that if the transfer causes a termination of the Company Partnership under Section section 708(b)(1)(B) of the Code, then the Company Partnership shall be deemed to have contributed its assets to a new limited liability company partnership in exchange for all of the interests in the new limited liability companypartnership, followed by a distribution of the interests in the new limited liability company partnership to the Company transferee Partner and the remaining Partners of the Partnership in liquidation of the Company. Such deemed liquidation and reconstitution shall not cause the Company to be dissolved or reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIII. (iv) Notwithstanding anything in 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 exercising Member shall be equal to the exercise price of such optionPartnership. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts generally 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. If the Management Committee reasonably 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 Regulations, the Management Committee General Partner may authorize such modifications, provided that it does is not likely to have any a material effect on the amounts distributable to any Person pursuant to Section 13.3 upon the dissolution and liquidation of the CompanyPartnership.

Maintenance Rules. The Company shall maintain for each Member Unitholder and Option Holder a separate capital account (a “Capital Account Account”) in accordance with this Section 4.36.2(a). The 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 Member Unitholder or Option Holder to the Company pursuant to this Agreement, such MemberUnitholder’s or Option Holders’ allocable share of Profits allocable to Units and any items in the nature of income or gain gains which are specially allocated to such Member Unitholder or Option Holder pursuant to Section 5.2 and 8.2 or Section 5.3 with respect to Units held by such Member8.3 below, and the amount of any liabilities of the Company liabilities assumed by such Member Unitholder or Option Holder or which are secured by any property distributed to such MemberUnitholder or Option Holder. (ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member Unitholder or Option Holder pursuant to this Agreement, such MemberUnitholder’s or Option Holders’ allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member Unitholder or Option Holder pursuant to Section 5.2 and 8.2 or Section 5.38.3 below, and the amount of any liabilities of the Member such Unitholder or Option Holder assumed by the Company or which are secured by any property contributed by such Member Unitholder or Option Holder to the Company. (iii) In the event If all or a any portion of a Unit or an interest in the Company 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 interest; providedUnit or Option (or, howeverin each case, 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 reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIIIportion thereof). (iv) Notwithstanding anything in this Section 4.3 to If the contrary, upon the exercise of a Franklin Replacement Option or a Company Option, the initial Capital Account Book Value of the exercising Member Company assets is adjusted pursuant to clause (b) of the definition of “Book Value,” the Capital Accounts of the Unitholders or Option Holders shall be equal to the exercise price of such optionadjusted 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 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; 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 Management Committee reasonably 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 Management Committee Board 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 Company shall will maintain for each Member a separate capital account (the "Capital Account Account") in accordance with this Section 4.3. The 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 Member to the Company pursuant to this Agreement, such Member’s 's allocable share of Profits allocable to Units and any items in the nature of income or gain which that are specially allocated to such Member pursuant to Section Sections 5.2 and Section 5.3 with respect to Units held by such Member5.3, and the amount of any Company liabilities assumed by such Member or which that are secured by any property distributed to such Member. (ii) Such Capital Account shall will be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s 's allocable share of Losses and any items in the nature of deductions or losses which that are specially allocated to such Member pursuant to Section Sections 5.2 and Section 5.3, and the amount of any liabilities of the Member assumed by the Company or for the satisfaction of which are secured by recourse may be made to any property contributed by such Member to the Company. (iii) In the event all or a portion of 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 interest; provided, however, that if the transfer causes a termination of the Company under Section 708(b)(1)(B708(b)(l)(B) of the Code, then the assets of the Company shall will be deemed to have contributed its assets to a new limited liability company been distributed in exchange for interests in the new limited liability company, followed by a distribution liquidation of the interests in the new limited liability company Company to the Company Members (including the transferee of the Member Interest) pursuant to Sections 12.3 and liquidation 12.5 and recontributed by such Members and transferees in reconstitution of the Company. Such deemed liquidation and reconstitution shall will not cause the Company to be dissolved or reconstituted for purposes other than maintenance of the Capital Accounts and federal income tax, unless otherwise provided in Article XIII. (iv) Notwithstanding anything in 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 exercising Member shall be equal to the exercise price of such optionXII. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are generally are intended to comply with Section 1.704-1(bl(b) of the Tax Regulations and shall will be interpreted and applied in a manner consistent with such Tax Regulations. If the Management Committee reasonably 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 Tax Regulations, the Management Committee Board may authorize such modifications, provided that it does is not likely to have any a material effect on the amounts distributable to any Person pursuant to Section 13.3 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.