Adjusted Capital Account Deficit

Adjusted Capital Account Deficit. Means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant calendar year, after giving effect to the following adjustments: (i) credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and ... 1.704-2(i)(5); and (ii) debit to such Capital Account the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1-704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). This definition is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. View More

Adjusted Capital Account Deficit. Means, with respect to any Member, the deficit alance in such Member's Capital Account, if any, as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: 28 (a) Increase such balance by any amounts that such Member is obligated to contribute pursuant to this Agreement, the outstanding principal balance of any promissory... note (of which such Member is the maker) contributed to the Company by such Member (other than a promissory note that is readily tradable on an established securities market), and the amount of any unconditional obligation of such Member (whether imposed by this Agreement or by state or local law) to make subsequent contributions to the Company (other than pursuant to a promissory note of which such Member is the maker), to the extent such Member is treated under Regulations Section 1.704-1(b)(ii)(c) as obligated to restore such amounts; (b) Increase such balance by such Member's share of Company Minimum Gain at the end of such Fiscal Year, as determined pursuant to Regulations Section 1.704-2(g)( I ), and such Member's share of the Member Minimum Gain for all Member Nonrecourse Debts, as determined pursuant to Regulations Section 1.704-2(i); (c) Decrease such balance by the adjustments described in Regulations Section 1.704-1(b)(2)(ii)(d)(4) relating to depletion allowances with respect to oil and gas properties of the Company; (d) Decrease such balance by the allocations of loss and deduction that, as of the end of such Fiscal Year, reasonably are expected to be made to such Member pursuant to Code Section 704(e)(2) relating to interests created by gift, Code Section 706(d) relating to changes in interest during a Fiscal Year, and Regulations Section 1.751-1(b)(2)(ii) relating to distributions of unrealized receivables or substantially appreciated inventory items; and (e) Decrease such balance by the distributions that, as of the end of such Fiscal Year, reasonably are expected to be made to such Member to the extent they exceed offsetting increases to such Member's Capital Account balance that reasonably are expected to occur during (or prior to) the Fiscal Years in which such distributions reasonably are expected to be made, as determined pursuant to Regulations Section 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of "Adjusted Capital Account Deficit" is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. View More

Adjusted Capital Account Deficit. The Agreement is amended by inserting the word "deficit" before the word "balance" therein