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any items of income, gain, loss or deduction specially allocated pursuant to Sections 3.4(al or 3.4(b) shall be excluded from the determination of Net Profit and Net Loss; and (d) treating as an item of gain (loss) the excess (deficit), if any, of the gross fair market value of property distributed in
change shall be done so as to minimize, to the extent possible, any differences in amounts that would otherwise be distributable to a Partner. (c) Each Partner's Capital Account shall have an initial balance equal to the amount of cash and the value of any securities or other property constituting such Partn
all property contributed by such Partner (net of liabilities that are secured by such contributed property), (ii) such Partner's allocated share of Net Profit and other items of income and gain of the Partnership, and (iii) the amount of any Partnership liabilities assumed by such Partner. Each 7 EFTA005
BUTIONS AND CAPITAL ACCOUNTS 3.1 Capital Accounts. 3.1.1 A separate capital account (a "Capital Account") shall be maintained for each Partner. Each Partner's Capital Account shall be credited with (i) the amount of such Partner's aggregate capital contributions made in cash and the fair market value of al
all property contributed by such Partner (net of liabilities that are secured by such contributed property), (ii) such Partner's allocated share of Net Profit and other items of income and gain of the Partnership, and (iii) the amount of any Partnership liabilities assumed by such Partner. Each 7 lkst*-U
BUTIONS AND CAPITAL ACCOUNTS 3.1 Capital Accounts. 3.1.1 A separate capital account (a "Capital Account") shall be maintained for each Partner. Each Partner's Capital Account shall be credited with (i) the amount of such Partner's aggregate capital contributions made in cash and the fair market value of al
all property contributed by such Partner (net of liabilities that are secured by such contributed property), (ii) such Partner's allocated share of Net Profit and other items of income and gain of the Partnership, and (iii) the amount of any Partnership liabilities assumed by such Partner. Each 7 Dock US
BUTIONS AND CAPITAL ACCOUNTS 3.1 Capital Accounts. 3.1.1 A separate capital account (a "Capital Account") shall be maintained for each Partner. Each Partner's Capital Account shall be credited with (i) the amount of such Partner's aggregate capital contributions made in cash and the fair market value of al
Entities connected to both Net Profit and Each Partner's

Wilmington
LOCATIONLeon Black
PERSONNet Profit and Net Loss
ORGANIZATIONthe Person or Persons
ORGANIZATIONthe Treasury Regulations
ORGANIZATIONOccasioning Dissolution
LOCATIONthe Offer Price
ORGANIZATIONUniform Transfers to Minors Act
ORGANIZATIONCertificate of Formation
ORGANIZATIONAccounting Period
ORGANIZATIONReliance
ORGANIZATIONAllocation of Profits and Losses
ORGANIZATIONAllocation of Profits
ORGANIZATIONPurchase
LOCATIONthe Offered Interests
ORGANIZATIONthe United States Treasury
LOCATIONFederal, State
ORGANIZATIONWithdrawing Partner
PERSONElysium Management LLC
ORGANIZATIONCorporation Services Company
ORGANIZATION