Common use of Capital Accounts and Allocations Clause in Contracts

Capital Accounts and Allocations. (a) The Manager shall maintain a separate capital account (“Capital Account”) for each Tax Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). This Section 15 is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. (b) After giving effect to any allocations required by Section 15(c), items of income, gain, loss and deduction of the Company for each fiscal year will be allocated among the Tax Members by the Manager in whatever ratios are necessary to cause the Capital Account balance of each Tax Member to be equal to (A) the amount it would be entitled to receive (i) pursuant to Section 14, in the case of GSS Holdings and the Non-Capital Member, and (ii) pursuant to the Notes, in the case of any Purchaser, if the Company were to sell all of its assets for an amount equal to their respective book values and all Company liabilities were satisfied (limited with respect to each liability for which no Tax Member is liable (a “non-recourse liability”) to the book value of the asset securing such non-recourse liability) and the Company were to distribute the proceeds in liquidation minus (B) such Tax Member’s share of “partnership minimum gain” (as such term is defined in U.S. Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d)) and “partner nonrecourse debt minimum gain” (as such term is defined in U.S. Treasury Regulations Section 1.704-2(i)(2)). (c) For each fiscal year, items of income, deduction, gain, loss or credit as determined for U.S. federal income tax purposes shall be allocated among the Tax Members in such manner as equitably reflects amounts allocated to the Capital Accounts of the Tax Members under this Agreement. Such allocations shall be made pursuant to the principles of Sections 704(b) and 704(c) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(2)(iv)(g), 1.704-1(b)(4)(i), 1.704-2(f), 1.704-2(i)(4) and 1.704-3(e), or the successor provisions to such Code Sections and U.S. Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Tax Members such gains or income as shall be necessary to satisfy the “qualified income offset” requirements of Treasury Regulations § 1.704-1 (b)(2)(ii)(d).

Capital Accounts and Allocations. 4.1 CAPITAL ACCOUNTS. A Capital Account shall be maintained for each Partner in accordance with the following provisions: (a) The Manager To each Partner's Capital Account there shall maintain a separate capital account be credited (“i) such Partner's Capital Account”Contributions, (ii) for such Partner's distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 5.3 and Section 5.4, and (iii) the amount of any Partnership liabilities assumed by such Partner or which are secured by any Property distributed to such Partner; (b) To each Tax Member Partner's Capital Account there shall be debited (i) the amount of money and the Gross Asset Value of any Property distributed to such Partner pursuant to any provision of this Agreement, (ii) such Partner's distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 5.3 and 5.4 hereof, and (iii) the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any Property contributed by such Partner to the Partnership; (c) In the event Units are Transferred in accordance with Treasury the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Units; and (d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) above there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b)(2)(iv1(b). This Section 15 is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2) , and shall be interpreted and applied in a manner consistent with such Treasury Regulations. . In the event the General Partners shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (b) After giving including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership or any Partners), are computed in order to comply with such Regulations, the General Partners may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any allocations required by Person pursuant to Section 15(c), items of income, gain, loss and deduction 11 hereof upon the dissolution of the Company for each fiscal year will be allocated among the Tax Members by the Manager in whatever ratios are necessary to cause the Capital Account balance of each Tax Member to be equal to (A) the amount it would be entitled to receive Partnership. The General Partners also shall (i) pursuant make any adjustments that are necessary or appropriate to Section 14maintain equality between the Capital Accounts of the Partners and the amount of capital reflected on the Partnership's balance sheet, as computed for book purposes, in the case of GSS Holdings and the Nonaccordance with Regulations Section 1.704-Capital Member1(b)(2)(iv)(q), and (ii) pursuant to the Notes, make any appropriate modifications in the case of any Purchaser, if the Company were event unanticipated events might otherwise cause this Agreement not to sell all of its assets for an amount equal to their respective book values and all Company liabilities were satisfied (limited comply with respect to each liability for which no Tax Member is liable (a “non-recourse liability”) to the book value of the asset securing such non-recourse liability) and the Company were to distribute the proceeds in liquidation minus (B) such Tax Member’s share of “partnership minimum gain” (as such term is defined in U.S. Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d)) and “partner nonrecourse debt minimum gain” (as such term is defined in U.S. Treasury Regulations Section 1.704-2(i)(2)1(b). (c) For each fiscal year, items of income, deduction, gain, loss or credit as determined for U.S. federal income tax purposes shall be allocated among the Tax Members in such manner as equitably reflects amounts allocated to the Capital Accounts of the Tax Members under this Agreement. Such allocations shall be made pursuant to the principles of Sections 704(b) and 704(c) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(2)(iv)(g), 1.704-1(b)(4)(i), 1.704-2(f), 1.704-2(i)(4) and 1.704-3(e), or the successor provisions to such Code Sections and U.S. Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Tax Members such gains or income as shall be necessary to satisfy the “qualified income offset” requirements of Treasury Regulations § 1.704-1 (b)(2)(ii)(d).

Capital Accounts and Allocations. (a) The Manager Partnership shall maintain a separate capital account (a “Capital Account”) for each Tax Member Partner in accordance with Treasury the principles and requirements set forth in Section 704(b) of the Code and the Regulations. The Capital Account of each Partner shall be credited with such Partner’s capital contributions to the Partnership, and all Profits allocated to such Partner pursuant to Section 16(b), and shall be increased by the amount of any Partnership liabilities that are assumed by such Partner or secured by any Partnership property distributed to such Partner; and the Capital Account of each Partner shall be debited with all Losses allocated to such Partner pursuant to Section 16(b), any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 16(b), and all cash and the fair market value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner, and shall be decreased by the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership. Notwithstanding anything to the contrary contained in this Agreement, the Capital Accounts of the Partners shall be adjusted and maintained in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv), as the same may be amended or revised. This Section 15 is intended No Partner shall be required to comply restore any negative balance in its Capital Account except as may be required by applicable law. In the event of any transfer of any interest in accordance with the provisions terms of Treasury Regulations Section 1.704-1(b)(2this Agreement, the transferee shall succeed to the Capital Account (including prior capital contributions and distributions of investment proceeds) and shall be interpreted and applied in a manner consistent with such Treasury Regulationsof the transferor to the extent it relates to the transferred interest. (b) After giving Profit and Loss of the Partnership for each fiscal year shall be allocated among the Capital Accounts of the Partners in a manner that as closely as possible gives economic effect to any allocations required by the provisions of Section 15(c), 15 and other relevant provisions hereof. (c) All items of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners for U.S. federal, state and local income tax purposes consistent with the manner that the corresponding constituent items of Profit and Loss shall be allocated among the Partners pursuant to this Agreement, except as may otherwise be provided herein or by the Code; provided that in the case of any Partnership asset the Carrying Value of which differs from its adjusted tax basis for United States federal income tax purposes, income, gain, loss and deduction of the Company for each fiscal year will be allocated among the Tax Members by the Manager in whatever ratios are necessary to cause the Capital Account balance of each Tax Member to be equal to (A) the amount it would be entitled to receive (i) pursuant to Section 14, in the case of GSS Holdings and the Non-Capital Member, and (ii) pursuant to the Notes, in the case of any Purchaser, if the Company were to sell all of its assets for an amount equal to their respective book values and all Company liabilities were satisfied (limited with respect to each liability such asset shall be allocated solely for which no Tax Member is liable (a “non-recourse liability”) to the book value of the asset securing such non-recourse liability) and the Company were to distribute the proceeds in liquidation minus (B) such Tax Member’s share of “partnership minimum gain” (as such term is defined in U.S. Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d)) and “partner nonrecourse debt minimum gain” (as such term is defined in U.S. Treasury Regulations Section 1.704-2(i)(2)). (c) For each fiscal year, items of income, deduction, gain, loss or credit as determined for U.S. federal income tax purposes shall be allocated among the Tax Members in such manner as equitably reflects amounts allocated to the Capital Accounts of the Tax Members under this Agreement. Such allocations shall be made pursuant to accordance with the principles of Sections 704(b) and 704(c(c) of the U.S. Internal Revenue Code (in any manner determined by the General Partner) so as to take account of 1986the difference between Carrying Value and adjusted tax basis of such asset. Notwithstanding the foregoing, the General Partner in its sole discretion shall make such allocations for tax purposes as amended (may be needed to ensure that allocations are in accordance with the “Code”)interests of the Partners, within the meaning of the Code and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(2)(iv)(g), 1.704-1(b)(4)(i), 1.704-2(f), 1.704-2(i)(4) and 1.704-3(e), or the successor provisions to such Code Sections and U.S. Treasury Regulations. Notwithstanding anything to the contrary The General Partner shall determine all matters concerning allocations for tax purposes not expressly provided for herein in this Agreement, there shall be allocated to the Tax Members such gains or income as shall be necessary to satisfy the “qualified income offset” requirements of Treasury Regulations § 1.704-1 (b)(2)(ii)(d)its sole discretion.