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EXHIBIT A <br />Capital Account Accounting Principles <br />Section 1. For purposes of computing the amount of any item of income, gain, deduction <br />or loss to be reflected in the Partners' capital accounts, the determination, recognition and <br />classification of any such item shall be the same as its determination, recognition and <br />classification for federal income tax purposes; provided, however, that: <br />(a) Any deductions for depreciation, cost recovery or amortization (other than <br />depletion under Section 611 of the Code) attributable to a Contributed Property (as defined <br />below) shall be determined as if the adjusted basis of such property on the date it was acquired <br />by the Partnership was equal to the Agreed Value (as defined below) of such property. Upon an <br />adjustment to the Carrying Value (as defined below) of any Partnership property subject to <br />depletion under Section 611 of the Code, any further deductions for such depreciation, cost <br />recovery or amortization attributable to such property shall be determined as if the adjusted basis <br />of such property were equal to the Carrying Value of such property immediately following such <br />adjustment. <br />(b) Any income, gain or loss attributable to the taxable disposition of any property <br />(including any property subject to depletion under Section 611 of the Code) shall be determined <br />by the Partnership as if the adjusted basis of such property as of such date of disposition were <br />equal in amount to the Partnership's Carrying Value with respect to such property as of such <br />date. <br />(c) If the Partnership's adjusted basis in a depreciable or cost recovery property is <br />reduced for federal income tax purposes pursuant to Section 48(q)(1) of the Code, the amount of <br />such reduction shall, solely for purposes hereof, be deemed to be an additional depreciation or <br />cost recovery deduction in the year such property is placed in service and shall be allocated <br />among the Partners pursuant to Section 3.1 of the Partnership Agreement. Any restoration of <br />such basis pursuant to Section 48(q)(2) of the Code shall be allocated in the same manner to the <br />Partners to whom such deemed deduction was allocated. <br />(d) The computation of all items of income, gain, loss and deduction shall be <br />made by the Partnership and, as to those items described in Section 705(a)(1)(B) or Section <br />705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross <br />income or are neither currently deductible nor capitalizable for federal income tax purposes. <br />Section 2. A transferee of a Partnership Unit in the Partnership will succeed to the <br />capital account relating to the Partnership Unit transferred; provided, however, that if the transfer <br />causes a termination of the Partnership under Section 708(b)(1)(B) of the Code, the Partnership's <br />properties shall be deemed to have been distributed in liquidation of the Partnership to the <br />Partners (including the transferee of the Partnership Unit) and recontituted by such Partners and <br />transferees in reconstitution of the Partnership. The capital accounts of such reconstituted <br />partnership shall be maintained in accordance with the principles set forth herein. <br />15 <br />