CAPITAL CONTRIBUTIONS.
THE
AMOUNT OF ANY SUCH LOAN SHALL BE A DEBT OF THE PARTNERSHIP OWED TO SUCH PARTNER
IN ACCORDANCE WITH THE TERMS AND CONDITIONS UPON WHICH SUCH LOAN IS MADE.
(B)
A PARTNER MAY (BUT SHALL NOT BE OBLIGATED TO) GUARANTEE A LOAN MADE TO THE
PARTNERSHIP.
IF A PARTNER GUARANTEES A LOAN MADE TO THE PARTNERSHIP AND IS
REQUIRED TO MAKE PAYMENT PURSUANT TO SUCH GUARANTEE TO THE MAKER OF THE LOAN,
THEN THE AMOUNTS SO PAID TO THE MAKER OF THE LOAN SHALL BE TREATED AS A LOAN BY
SUCH PARTNER TO THE PARTNERSHIP AND NOT AS AN ADDITIONAL CAPITAL CONTRIBUTION.
3.4
MAINTENANCE OF CAPITAL ACCOUNTS
(A)
THE PARTNERSHIP SHALL MAINTAIN FOR EACH PARTNER A SEPARATE CAPITAL ACCOUNT
WITH RESPECT TO THE PARTNERSHIP INTEREST OWNED BY SUCH PARTNER IN ACCORDANCE
WITH THE FOLLOWING PROVISIONS:
11
(I)
TO EACH PARTNER'S CAPITAL ACCOUNT THERE SHALL BE CREDITED
(A) SUCH PARTNER'S CAPITAL CONTRIBUTIONS, (B) SUCH PARTNER'S SHARE OF PROFITS
AND ITEMS OF INCOME AND GAIN ALLOCATED TO SUCH PARTNER PURSUANT TO SECTION 5.3,
AND (C) THE AMOUNT OF ANY PARTNERSHIP LIABILITIES ASSUMED BY SUCH PARTNER OR
WHICH ARE SECURED BY ANY PROPERTY DISTRIBUTED TO SUCH PARTNER.
THE PRINCIPAL
AMOUNT OF A PROMISSORY NOTE WHICH IS NOT READILY TRADED ON AN ESTABLISHED
SECURITIES MARKET AND WHICH IS CONTRIBUTED TO THE PARTNERSHIP BY THE MAKER OF
THE NOTE (OR A PARTNER RELATED TO THE MAKER OF THE NOTE WITHIN THE MEANING OF
REGULATION SECTION 1.704-1(B)(2)(II)(C)) SHALL NOT BE INCLUDED IN THE CAPITAL
ACCOUNT OF ANY PARTNER UNTIL THE PARTNERSHIP MAKES A TAXABLE DISPOSITION OF THE
NOTE OR UNTIL (AND ONLY TO THE EXTENT) PRINCIPAL PAYMENTS ARE MADE ON THE NOTE,
ALL IN ACCORDANCE WITH REGULATION SECTION 1.704-1(B)(2)(IV)(D)(2);
(II)
TO EACH PARTNER'S CAPITAL ACCOUNT THERE SHALL BE DEBITED (A) THE
AMOUNT OF MONEY AND THE GROSS ASSET VALUE OF ANY PROPERTY DISTRIBUTED OR TREATED
AS AN ADVANCE DISTRIBUTION TO SUCH PARTNER PURSUANT TO ANY PROVISION OF THIS
AGREEMENT (INCLUDING WITHOUT LIMITATION ANY DISTRIBUTIONS PURSUANT TO
SECTION 4.1), (B) SUCH PARTNER'S SHARE OF LOSSES AND ITEMS OF LOSS AND DEDUCTION
ALLOCATED TO SUCH PARTNER PURSUANT TO SECTION 5.3, AND (C) 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;
(III)
IN THE EVENT PARTNERSHIP INTERESTS ARE TRANSFERRED IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT, THE TRANSFEREE SHALL SUCCEED TO THE CAPITAL
ACCOUNT OF THE TRANSFEROR TO THE EXTENT SUCH CAPITAL ACCOUNT RELATES TO THE
TRANSFERRED PARTNERSHIP INTERESTS; AND
(IV)
IN DETERMINING THE AMOUNT OF ANY LIABILITY FOR PURPOSES OF
SECTIONS 3.4(A)(I) AND (II) THERE SHALL BE TAKEN INTO ACCOUNT CODE SECTION
752(C) AND ANY OTHER APPLICABLE PROVISIONS OF THE CODE AND REGULATIONS.
(B)
THE FOREGOING SECTION 3.4(A) AND THE OTHER PROVISIONS OF THIS AGREEMENT
RELATING TO THE MAINTENANCE OF CAPITAL ACCOUNTS ARE INTENDED TO COMPLY WITH
REGULATION SECTION 1.704-1(B) AND, TO THE GREATEST EXTENT PRACTICABLE, SHALL BE
INTERPRETED AND APPLIED IN A MANNER CONSISTENT