5(a). Capital Contribution in respect of any Partner means the cash contributions made by such Partner to the Partnership. Carried Interest means the General Partner's right to receive Carried Interest Distnbutions under this Agreement. Carried Interest Distribution shall mean, with respect to any Permitted Investment, distnbutions to the General Partner pursuant to Section 8.2(a)(ii)(B)and(m). Carrying Value shall mean, with respect to any Partnership asset, the asset's adjusted basis for federal income tax purposes, except that the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in accordance with the rules set forth in Regulations Section 1.704-l(b)(2)(iv)(f), except as otherwise provided herein, as of: (1) the last day of each Allocation Period, (11) the date of the acquisition of any additional Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution, other than pursuant to the Initial Closing of the sale of Interests; (in) the date of the distribution of more than a de minimis amount of Partnership property to a Partner; or (iv) the date an Interest is relinquished to the Partnership; provided, that adjustments pursuant to clauses (n), (m) and (iv) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropnate to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately prior to such distribution to equal its fair market value and depreciation (if any) shall be calculated by reference to Carrying Value, instead of tax basis, once Carrying Value differs from tax basis. The Carrying Value of any asset contributed (or deemed contributed under Regulation Section 1.704-l(b)(l)(iv)) by a Partner to the Partnership will be the fair market value of the asset at the date of its contribution thereto. Certificate means the Certificate of Limited Partnership, dated _________________ , executed by the General Partner, and any and all 49