COMMON UNIT OUTSTANDING IMMEDIATELY
PRIOR TO SUCH SUBDIVISION SHALL BE PROPORTIONATELY REDUCED, AND IF THE COMPANY
AT ANY TIME COMBINES (BY REVERSE UNIT SPLIT OR OTHERWISE) THE CLASS A COMMON
UNITS INTO A SMALLER NUMBER OF UNITS, THE PARTICIPATION THRESHOLD OF EACH CLASS
B COMMON UNIT OUTSTANDING IMMEDIATELY PRIOR TO SUCH COMBINATION SHALL BE
PROPORTIONATELY INCREASED.
(IV)
NO ADJUSTMENT SHALL BE MADE IN CONNECTION WITH (A) ANY REDEMPTION
OR REPURCHASE BY THE COMPANY OR ANY UNITHOLDER OF ANY UNITS OR ANY FORFEITURE BY
15
ANY UNITHOLDER OF ANY UNITS OR (B) ANY CAPITAL CONTRIBUTION BY ANY UNITHOLDER IN
EXCHANGE FOR NEWLY ISSUED UNITS.
(B)
THE PARTICIPATION THRESHOLDS OF EACH UNITHOLDER'S CLASS B COMMON
UNITS SHALL BE SET FORTH ON THE UNIT OWNERSHIP LEDGER, AND UNIT OWNERSHIP LEDGER
SHALL BE AMENDED FROM TIME TO TIME BY THE COMPANY AS NECESSARY TO REFLECT ANY
ADJUSTMENTS TO THE PARTICIPATION THRESHOLDS OF OUTSTANDING CLASS B COMMON UNITS
REQUIRED PURSUANT TO THIS SECTION 3.5.
(C)
NOTWITHSTANDING ANYTHING IN THIS SECTION 3.5 TO THE CONTRARY, THE
BOARD SHALL HAVE THE POWER TO AMEND THE PROVISIONS OF THIS SECTION 3.5 AND
SECTION 4.1(A) TO ACHIEVE THE ECONOMIC RESULTS INTENDED BY THIS AGREEMENT,
INCLUDING THAT (A) EACH CLASS A COMMON UNIT HAS IDENTICAL ENTITLEMENT TO
DISTRIBUTIONS UNDER SECTION 4.1(A) AND (B) THE CLASS B COMMON UNITS ARE PROFITS
INTERESTS WHEN ISSUED FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.
Section 3.6
Capital Accounts.
(A)
THE COMPANY SHALL MAINTAIN A SEPARATE CAPITAL ACCOUNT FOR EACH
UNITHOLDER ACCORDING TO THE RULES OF TREASURY REGULATION SECTION
1.704-1(B)(2)(IV). FOR THIS PURPOSE, THE COMPANY MAY (IN THE DISCRETION OF THE
BOARD), UPON THE OCCURRENCE OF THE EVENTS SPECIFIED IN TREASURY REGULATION
SECTION 1.704-1(B)(2)(IV)(F), INCREASE OR DECREASE THE CAPITAL ACCOUNTS IN
ACCORDANCE WITH THE RULES OF SUCH REGULATION AND TREASURY REGULATION SECTION
1.704-1(B)(2)(IV)(G) TO REFLECT A REVALUATION OF THE COMPANY'S PROPERTY. WITHOUT
LIMITING THE FOREGOING, EACH UNITHOLDER'S CAPITAL ACCOUNT SHALL BE ADJUSTED:
(I)
BY ADDING ANY ADDITIONAL CAPITAL CONTRIBUTIONS MADE BY SUCH
UNITHOLDER IN CONSIDERATION FOR THE ISSUANCE OF UNITS;
(II)
BY DEDUCTING ANY AMOUNTS PAID TO SUCH UNITHOLDER IN CONNECTION
WITH THE REDEMPTION OR OTHER REPURCHASE BY THE COMPANY OF UNITS;
(III)
BY ADDING ANY PROFITS ALLOCATED IN FAVOR OF SUCH UNITHOLDER AND
SUBTRACTING ANY LOSSES ALLOCATED IN FAVOR OF SUCH UNITHOLDER; AND
(IV)
BY DEDUCTING ANY DISTRIBUTIONS PAID IN CASH OR OTHER ASSETS TO
SUCH UNITHOLDER BY THE COMPANY.
(B)
FOR PURPOSES OF COMPUTING THE AMOUNT OF ANY ITEM OF THE COMPANY'S
INCOME, GAIN, LOSS, OR DEDUCTION TO BE ALLOCATED PURSUANT TO ARTICLE IV AND TO
BE REFLECTED IN THE CAPITAL ACCOUNTS, THE DETERMINATION, RECOGNITION, AND
CLASSIFICATION OF ANY SUCH ITEM SHALL BE THE SAME AS ITS DETERMINATION,
RECOGNITION, AND CLASSIFICATION FOR FEDERAL INCOME TAX PURPOSES (INCLUDING ANY
METHOD OF DEPRECIATION, COST RECOVERY, OR AMORTIZATION USED FOR THIS PURPOSE);
PROVIDED THAT:
(I)
THE COMPUTATION OF ALL ITEMS OF INCOME, GAIN, LOSS, AND DEDUCTION
SHALL INCLUDE THOSE ITEMS DESCRIBED IN CODE SECTION 705(A)(L)(B) OR CODE SECTION
705(A)(2)(B) AND TREASURY REGULATION SECTION 1.704-1(B)(2)(IV)(I), WITHOUT