definiens: means, with respect to any Member or other owner of Units in the Company, the CapitalAccount maintained for such Person in accordance with the following provisions : ( a ) To each such Person ’s Capital Account, there shall be credited the amount of money and the initialGross Asset Value of such Person ’s Capital Contributions as determined by the Management Committee, suchPerson ’s distributive share of Profits and any items in the nature of income or gain that are specially allocatedpursuant to Sections A2 and A3 of this Appendix 1, and the amount of any Company liabilities assumed by suchPerson as described in Regulations Section 1.704 - l(b)(2)(iv)(c ) ; ( b ) To each such Person ’s Capital Account there shall be debited the amount of cash and the Gross AssetValue of any Company property distributed to such Person pursuant to any provision of this Agreement as determinedby the Management Committee, such Person ’s distributive share of Losses, and any items in the nature of expensesor losses that are specially allocated pursuant to Sections A2 and A3 of this Appendix 1, and the amount of anyliabilities of such Person assumed by the Company as described in Regulations Section 1.704 - 1(b)(2)(iv)(c ) ; ( c ) In the event any Units are Transferred in accordance with the provisions of this Agreement, thetransferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Units ; ( d ) Code Section 752(c ) shall be applied in determining the amount of any liabilities taken into account forpurposes of this definition of ‘ ‘ Capital Account ” ; and ( e ) The Capital Accounts of all Members shall also be increased or decreased immediately prior to anyAdjustment Date to reflect the aggregate net increase or decrease in Gross Asset Value made pursuant tosubparagraph ( b ) of the definition of Gross Asset Value as if the upward or downward change in the Gross AssetValue arising from such adjustment had been income or loss, respectively, and allocated among the Memberspursuant to Section 7.1 ; and ( f ) The foregoing provisions and the other provisions of this Agreement relating to the maintenance ofCapital Accounts are intended to comply with Regulations Sections 1.704 - 1(b ) and 1.704 - 2 and shall be interpretedand applied in a manner consistent with such Regulations . The Management Committee may modify the manner ofcomputing the Capital Accounts or any debits or credits thereto ( including debits or credits relating to liabilities thatare secured by contributed or distributed property or that are assumed by the Company or any Member ) in order tocomply with such Regulations, provided that any such modification is not likely to have a material effect on theamounts distributable to any Member pursuant to Section 12.2 upon the dissolution of the Company . Without limitingthe generality of the preceding sentence, the Management Committee shall make any adjustments that are necessaryor appropriate to maintain equality between the aggregate sum of the Capital Accounts and the amount of capitalreflected on the balance sheet of the Company, as determined for book purposes in accordance with RegulationsSection 1.704 - l(b)(2)(iv)(g ) . The Management Committee shall also make any appropriate modifications ifunanticipated events ( for example, the availability of investment tax credits ) might otherwise cause this Agreementnot to comply with Regulations Section 1.704 - 1(b )