or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for United States federal income tax purposes with the following adjustments: (1) any income of the Partnership that is exempt from federal income taxation and not otherwise taken into account in computing Net Profits and Net Losses shall be added to such taxable income or loss; (n) if the Carrying Value of any asset differs from its adjusted tax basis for federal income tax purposes, any depreciation, amortization, gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (in) upon an adjustment to the Carrying Value of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; and (iv) any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Net Profits and Net Losses pursuant to this definition shall be treated as deductible items. Non-Voting Interest means the portion of any interest of a Limited Partner that is not entitled to be included in accordance with Section 11.8(b) in determining whether the requisite percentage of the Limited Partners or Partners have voted for, consented to, approved, or adopted any action required or permitted to be submitted to the Limited Partners or the Partners for vote, consent, approval or adoption; provided, however, that the holder of a Non-Voting Interest shall be entitled to vote the Non-Voting Interest with respect to any proposal required to be submitted to such BHC Partner pursuant to Section 20.1(c) if the folder is a BHC Partner. A Non-Voting Interest (other than an Interest acquired by the General Partner upon the default of a Limited Partner pursuant to Section 7.2(f)(ix)) shall remain a Non-Voting Interest notwithstanding any transfer other than a transfer pursuant to Section 12.2(i). Offered Units shall have the meaning specified in Section 12.3(a). Offering Limited Partner shall have the meaning specified in Section 12.3(a). 56