【正文】 ue 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。 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 Limited Partner? means each of the Limited Partners identified in the books and records of the Partnership as a Category 4 Limited Partner. ? Category 5 Limited Partner? means each of the Limited Partners identified in the books and records of the Partnership as a Category 5 Limited Partner. ? Category 6 Limited Partner? means the Limited Partner identified in the books and records of the Partnership as a Category 6 Limited Partner. ? Cause? means the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the General Partner: (i) (w) any breach by an Employed Limited Partner of any provision of this Agreement or the NonCompetition Agreement attached hereto, (x) any material breach of any rules or regulations applicable to senior managing directors or employees, as applicable, of the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, (y) an Employed Limited Partner deliberate failure to perform his or her duties to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (z) an Employed Limited Partner mitting to or engaging in any conduct or behavior that is or may be harmful to the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities in any material way (provided that, in the case of any of the foregoing clauses (w), (x), (y) and (z), the General Partner has given the Employed Limited Partner written notice (a ? Notice of Breach? ) within fifteen days after the General Partner bees aware of such action and such Employed Limited Partner fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by the Employed Limited Partner of such Notice of Breach from the General Partner (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided, that such Employed Limited Partner is diligently pursuing such cure), (iii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Blackstone Holdings Partnerships, their subsidiaries and their affiliated entities, or (iv) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, fery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of petent jurisdiction, by a . federal or state or parable . regulatory body or by a selfregulatory body having authority with respect to . federal or state or parable . securities laws, rules or regulations of the securities industry, that such Employed Limited Partner individually has