Limited Partners’ Capital. The total of the Capital Balance of all Limited Partners.

Capital Accounts. The Partnership will maintain for each Partner an account to be designated “Capital Account”, to which will be added the Partner’s Initial Capital Contribution, Additional Capital Contributions and distributive share of the profits of the Partnership, and against which will be deducted the Partner’s distributive share of the losses of the Partnership and all distributions made to the Partner. A Partner’s Capital Account may, at any point in time, be the same as or different from such Partner’s Capital Balance and may have a negative balance resulting from the Partner’s share of distributions and losses in excess of the Partner’s Initial Capital Contribution and Additional Capital Contributions.

Maintenance of Capital Accounts. The Company shall maintain a separate Capital Account for each Unitholder according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). For this purpose, the Company may (in the sole discretion of the Board), upon the occurrence of the events specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of the Company property. Without limiting the foregoing, each Unitholder’s Capital Account shall be adjusted, without duplication:

Limited Partners. The Limited Partners’ Capital shall be measured in terms of Units and a Limited Partner shall contribute $5,000.00 for each Unit purchased. Each Limited Partner shall purchase a minimum of two (2) Units. Each Limited Partner shall contribute to the Partnership as his Initial Capital Contribution an amount equal to the amount of his Capital Commitment as set forth in the Subscription Agreement executed by him and set opposite his name on the signature page attached to this Agreement. The amount of Capital Commitment shall be paid in cash by the Limited Partner upon execution and delivery of the Subscription Agreement.

Cost recovery deductions, amortization expense (including amortization of organizational expenses, start up costs, intangible assets, or other capital accounts), investment tax credits (including recapture of investment tax credits), and tax preference items shall be allocated ninety-nine percent (99%) to the Limited Partners and one percent (1%) to the General Partner (in proportion to each Partner’s Initial Capital Contribution), if incurred with respect to the expenditure by the Partnership of the aggregate Initial Capital Contributions of the Partners, (which shall be deemed expended prior to any other amounts available to the Partnership), otherwise to the Partners in accordance with their respective Participation Percentages.

Expedia Partners’ Obligations. If any Expedia Partner does not comply with the obligations imposed on Expedia under this Agreement (including any error, misuse, or misrepresentation by such Expedia Partner), then upon written notice by Decolar (a “Partner Dispute Notification”), Expedia will promptly notify such Expedia Partner of the problem and use reasonable efforts to cause such Expedia Partner to comply with the requirements of this Agreement. Such Partner Dispute Notification shall include information collected by Decolar that evidences the Expedia Partner’s alleged breach including, if possible, confirmation that the alleged breach is in relation to Bookings made through an Expedia Travel Solution, identifying, if feasible, the URL, screenshots of the alleged breach and the time and date that the alleged breach occurred.

Kalealoa Partners, L.P. Generation Facility (Independent Power Producer) (“KPLP Power Plant”) located at 91-111 Kalaeloa Blvd, Kapolei, Hawai‘i 96707.

Accounts. To facilitate the transfer of funds contemplated by this Agreement, [[Organization B:Organization]] shall establish and maintain at [[Organization C:Organization]] each of the Accounts. All other deposit accounts, certificate of deposit and other similar account of [[Organization B:Organization]] shall be maintained only in accounts at federally insured financial institutions.

Accounts. Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Each Borrower warrants, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:

Accounts. The Committee shall establish and maintain an Account for each Participant that will record the number of Shares and Share Equivalents that have been designated in accordance with the terms of this Plan to satisfy the Minimum Stock Ownership Requirement applicable to such Participant.