【正文】 RTICLE I DEFINITIONS SECTION . Definitions. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined): ? Act? means, the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17101, et seq., as it may be amended from time to time. ? Additional Credit Amount? has the meaning set forth in Section (b)(ii). ? Adjusted Capital Account Balance? means, with respect to each Partner, the balance in such Partner Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in . Treasury Regulations Sections (b)(2)(ii)(c)(4), (5) and (6)。 and (ii) by adding to such balance such Partner share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections (g) and (i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to ply with the provisions of Regulations Section (b)(2)(ii)(d) and shall be interpreted consistently therewith. ? Affiliate? means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under mon Control with, such specified Person. ? Agreement? has the meaning set forth in the preamble of this Agreement. ? Amended Tax Amount? has the meaning set forth in Section (b)(ii). ? Assignee? has the meaning set forth in Section . ? Assumed Tax Rate? means the highest effective marginal bined . federal, state and local ine tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (., longterm or shortterm capital gain or ordinary or exempt ine) of the applicable ine, but not taking into account the deductibility of state and local ine taxes for . federal ine tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners. ? Available Cash? means, with respect to any fiscal period, the amount of cash on hand which the General Partner, in its reasonable discretion, deems available for distribution to the Partners, taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the General Partner, in its reasonable discretion, deems necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Partnership operations. ? Blackstone Holdings Partnerships? means each of the Partnership, Blackstone Holdings II ., a Delaware limited partnership, Blackstone Holdings III ., a Delaware limited partnership, Blackstone Holdings IV ., a Quec soci? en mandite, and Blackstone Holdings V ., a Quec soci? en mandite. ? Capital Account? means the separate capital account maintained for each Partner in accordance with Section hereof. ? Capital Contribution? means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V. ? Carrying Value? means, with respect to any Partnership asset, the asset adjusted basis for . federal ine tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and 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 United States Treasury Regulation Section (b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional Partnership Interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution。 (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner。 (c) the date a Partnership Interest is relinquished to the Partnership。 or (d) any other date specified in the United States Treasury Regulations。 provided, however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of rofits (Losses)? rather than the amount of depreciation determined for . federal ine tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis. ? Category 1 Limited Partner? means each of the Limited Partners identified in the books and records of the Partnership as a Category 1 Limited Partner. ? Category 2 Limited Partner? means each of the Limited Partners identified in the books and records of the Partnership as a Category 2 Limited Partner. ? Category 3 Limited Partner? means each of the Limited Partners identified in the books and records of the Partnership as a Category 3 Limited Partner. ? Category 4 Limite