Common use of Adjustments to Percentage Interests Clause in Contracts

Adjustments to Percentage Interests. The Percentage Interests of the Partners shall be adjusted in accordance with this Section 2.4(d). The Partnership Board shall provide notice of each adjustment to all Partners and Schedule 2.1 shall be revised to reflect such adjustment. (i) Except as otherwise provided in clause (ii) of this Section 2.4(d), the Percentage Interests of the Partners shall be adjusted in accordance with the definition of "Percentage Interest" to give effect to Additional Capital Contributions made (or deemed to be made) pursuant to Section 2.3, Section 2.5 (if applicable) and this Section 2.4, provided that if there are any Declining Partners or Delinquent Partners with respect to any Additional Contribution Notice, the determination of the amount of the adjustment of the Percentage Interests for Additional Capital Contributions made in response to such notice will be deferred until the later of the last day for the making of Additional Capital Contributions in connection with any Shortfall and the expiration of the Grace Period, provided, however, that such adjustment, whenever determined, shall be effective as of the Contribution Date. The Percentage Interests of the Partners will be further adjusted as and when Additional Capital Contributions, if any, are made as contemplated by clause (iii) or (iv), as applicable, of Section 2.4(c). (ii) If any Partner fails for any reason (x) to make its Requested Contribution with respect to an Additional Contribution Notice that requests Additional Capital Contributions in an amount that, when added to the aggregate amount of Original Capital Contributions and Additional Capital Contributions made or requested to be made in accordance with this Agreement (excluding any PioneerCo Contribution), would exceed Five Billion Dollars ($5,000,000,000), or (y) to make a Preemptive Contribution at such time as the aggregate amount of Original Capital Contributions and Additional Capital Contributions made or requested to be made in accordance with this Agreement (excluding any PioneerCo Contribution but including all Preemptive Contributions made or to be made in connection with the PioneerCo Contribution with respect to which such Partner failed to make its Preemptive Contribution) exceed Five Billion Dollars ($5,000,000,000), the Percentage Interests of the Partners shall be adjusted and thereafter determined in accordance with this Section 2.4(d)(ii). Such determination shall be made on the later of the last day for the making of Additional Capital Contributions in connection with any Shortfall and the tenth (10th) day following the applicable Contribution Date (or, with respect to a Preemptive Contribution, such other date as may be determined by the Partnership Board in connection with the related PioneerCo Contribution) and shall be effective as of the Contribution Date (or, with respect to a Preemptive Contribution, the applicable PioneerCo Contribution Date). The adjusted Percentage Interest of a Partner shall be equal to a fraction (expressed as a percentage) the numerator of which shall be the sum of (A) the Adjusted Net Equity of such Partner plus (B) either (1) with respect to a Requested Contribution, the Additional Capital Contribution made by such Partner with respect to such Additional Contribution Notice (including any Additional Capital Contributions made by such Partner in connection with any Shortfall) or (2) with respect to a Preemptive Contribution, the Preemptive Contribution or PioneerCo Contribution made by such Partner, as applicable, and the denominator of which shall be the sum of (C) the aggregate Adjusted Net Equity of all Partners plus (D) either (i) with respect to a Requested Contribution, the aggregate Additional Capital Contributions made by all Partners with respect to such Additional Contribution Notice (including any Additional Capital Contributions made in connection with any Shortfall) or (2) with respect to a Preemptive Contribution, the aggregate Preemptive Contributions made by all Partners and the PioneerCo Contribution to which such Preemptive Contributions relate. The "Adjusted Net Equity" of a Partner shall be the amount that would be distributed as of the applicable Contribution Date or PioneerCo Contribution Date to such Partner in liquidation of the Partnership pursuant to Section 14.2(a)(iii) if (I) all of the Partnership's business and assets (including its partnership interests in WirelessCo, but excluding the amounts of any Additional Capital Contributions made pursuant to such Additional Contribution Notice or, with respect to a Preemptive Contribution, the Preemptive Contributions and PioneerCo Contribution to which such Preemptive Contribution relates) were sold substantially as an entirety for Gross Appraised Value (determined in accordance with Section 2.4(d)(iii)), (II) Profits and Losses and items specially allocated in accordance with Sections 3.3 and 3.4 for the Allocation Year ending on the date of such determination, including any gain or loss resulting from the deemed sale described in clause (I), were allocated in accordance with Section 3, (III) the Partnership paid its accrued, but unpaid, liabilities and established reserves pursuant to Section 14.2 for the payment of reasonably anticipated contingent or unknown liabilities and (IV) the Partnership distributed the remaining proceeds to the Partners in liquidation, all as of such Contribution Date or applicable PioneerCo Contribution Date. (A) Except as otherwise will be provided in the PioneerCo Partnership Agreement to reflect the principles set forth in Item 8(c) of Exhibit 1.1

Adjustments to Percentage Interests. The (a) If (i) more than a de minimis contribution or distribution is made other than pro rata by Percentage Interests of Interests, as among the Partners shall be adjusted Partners, or (ii) a New Partner is admitted to the Partnership in accordance with this Section 2.4(d). The Partnership Board shall provide notice of 5.05 (with each adjustment to all Partners and Schedule 2.1 shall be revised to reflect such adjustment. (ievent described in Section 4.02(a)(i) Except as otherwise provided in clause or (ii) of this Section 2.4(dbeing referred to as an "Adjusting Event"), then the Percentage Interests of the Partners shall be immediately adjusted such that the Percentage Interest of each Partner equals a fraction, expressed as a percentage, in accordance with which the definition numerator equals the Current Value (as defined in Section 4.02(b)) of "such Partner's interest in the Partnership, and the denominator equals the Net Value of the Partnership Assets (as defined in Section 4.02(b)). If the Percentage Interest" to give effect to Additional Capital Contributions made (or deemed to be made) Interests of any Partners are adjusted pursuant to Section 2.3, Section 2.5 (if applicable) and this Section 2.44.02(a), provided that if there are no Partner shall have the right to modify, rectify, or undo such adjustments thereafter, and such adjustments shall be made without the need for any Declining Partners further act or Delinquent Partners writing to effect any such adjustment. Each Partner hereby appoints the General Partner as his or its duly authorized agent and attorney-in-fact for purposes of preparing and executing any amendments to this Agreement necessary or desirable to reflect any adjustment of Percentage Interests under this Section 4.02(a). The rights granted to any Partner under this Section 4.02 shall be such Partner's sole and exclusive remedy for seeking relief with respect to any Additional Contribution Notice, the determination of the amount of the adjustment of the Percentage Interests for Additional Capital Contributions made in response to such notice will be deferred until the later of the last day for the making of Additional Capital Contributions in connection with any Shortfall and the expiration of the Grace Period, provided, however, that such adjustment, whenever determined, shall be effective as of the Contribution Date. The Percentage Interests of the Partners will be further adjusted as and when Additional Capital Contributions, if any, are made as contemplated by clause (iii) or (iv), as applicable, of Section 2.4(c)Adjusting Event. (iib) If any For purposes of this Agreement, the "Net Value of the Partnership Assets" shall mean the net fair market value of all of the Partnership Assets at the time the Adjusting Event occurs, as determined by the General Partner fails for any reason (x) to make in its Requested Contribution with respect to an Additional Contribution Notice that requests Additional Capital Contributions in an amount thatsole discretion, when added to and such Net Value of the aggregate amount Partnership Assets shall include the value of Original Capital Contributions and Additional Capital Contributions made or requested to be made in accordance with this Agreement (excluding any PioneerCo Contribution), would exceed Five Billion Dollars ($5,000,000,000), or (y) to make a Preemptive Contribution at such time as the aggregate amount of Original Capital Contributions and Additional Capital Contributions made or requested to be made in accordance with this Agreement (excluding any PioneerCo Contribution but including all Preemptive Contributions made or to be contributions made in connection with the PioneerCo Contribution with respect Adjusting Event. The Partners agree that because of the difficulty of valuing an interest in the Partnership due to which such Partner failed to make its Preemptive Contribution) exceed Five Billion Dollars ($5,000,000,000)the unique nature of the Partnership Assets, the Percentage Interests General Partner is granted the sole discretion to determine such values and shall take into account whatever factors it deems appropriate to reflect such values, including, without limitation, the dollar value of all contributions to date and any other reasonable methods for determining the value of all of the Partners Partnership Assets at the time of the Adjusting Event. Without limiting the foregoing, the General Partner may deem the Net Value of the Partnership Assets to equal the historical net cost of those assets. The "Current Value" of any Partner's interest in the Partnership shall be adjusted and thereafter determined in accordance with this Section 2.4(d)(ii). Such determination shall be made on a dollar amount equal to the later sum of (i) an amount equal to such Partner's Percentage Interest immediately prior to the Adjusting Event multiplied by the Net Value of the last day for Partnership Assets determined above excluding the making of Additional Capital Contributions in connection with any Shortfall and the tenth net fair market value (10th) day following the applicable Contribution Date (or, with respect to a Preemptive Contribution, such other date as may be determined by the Partnership Board in connection General Partner) of any contributions associated with the related PioneerCo ContributionAdjusting Event, plus (ii) and the net fair market value (as determined by the General Partner) of any contributions made by such Partner associated with the Adjusting Event. Each Partner's Percentage Interest shall be immediately adjusted to reflect such valuation by the General Partner, effective as of the Contribution Date (or, with respect to a Preemptive Contribution, the applicable PioneerCo Contribution Date). The adjusted Percentage Interest of a Partner shall be equal to a fraction (expressed as a percentage) the numerator of which shall be the sum of (A) the Adjusted Net Equity of such Partner plus (B) either (1) with respect to a Requested Contribution, the Additional Capital Contribution made by such Partner with respect to such Additional Contribution Notice (including any Additional Capital Contributions made by such Partner in connection with any Shortfall) or (2) with respect to a Preemptive Contribution, the Preemptive Contribution or PioneerCo Contribution made by such Partner, as applicable, and the denominator of which shall be the sum of (C) the aggregate Adjusted Net Equity of all Partners plus (D) either (i) with respect to a Requested Contribution, the aggregate Additional Capital Contributions made by all Partners with respect to such Additional Contribution Notice (including any Additional Capital Contributions made in connection with any Shortfall) or (2) with respect to a Preemptive Contribution, the aggregate Preemptive Contributions made by all Partners and the PioneerCo Contribution to which such Preemptive Contributions relate. The "Adjusted Net Equity" of a Partner shall be the amount that would be distributed as of the applicable Contribution Date or PioneerCo Contribution Date to such Partner in liquidation of the Partnership pursuant to Section 14.2(a)(iii) if (I) all of the Partnership's business and assets (including its partnership interests in WirelessCo, but excluding the amounts of any Additional Capital Contributions made pursuant to such Additional Contribution Notice or, with respect to a Preemptive Contribution, the Preemptive Contributions and PioneerCo Contribution to which such Preemptive Contribution relates) were sold substantially as an entirety for Gross Appraised Value (determined in accordance with Section 2.4(d)(iii)), (II) Profits and Losses and items specially allocated in accordance with Sections 3.3 and 3.4 for the Allocation Year ending on the date of such determination, including any gain or loss resulting from the deemed sale described in clause (I), were allocated in accordance with Section 3, (III) the Partnership paid its accrued, but unpaid, liabilities and established reserves pursuant to Section 14.2 for the payment of reasonably anticipated contingent or unknown liabilities and (IV) the Partnership distributed the remaining proceeds to the Partners in liquidation, all as of such Contribution Date or applicable PioneerCo Contribution DateAdjusting Event. (A) Except as otherwise will be provided in the PioneerCo Partnership Agreement to reflect the principles set forth in Item 8(c) of Exhibit 1.1

Adjustments to Percentage Interests. The Percentage Interests (a) If (i) any Partner elects to become a Contributing Partner under Section 3.01(b) and contributes a share of the Partners shall be adjusted Defaulted Amount, (ii) more than a de minimis Additional Capital Contribution is made other than pro rata by Percentage Interests, as among the Partners, or (iii) a New Partner is admitted to the Partnership in accordance with this Section 2.4(d5.05 (with each such event described in Section 4.02(a)(i). The Partnership Board shall provide notice of each adjustment to all Partners and Schedule 2.1 shall be revised to reflect such adjustment. (i) Except as otherwise provided in clause , (ii) of this Section 2.4(d), or (iii) being referred to as an "Adjusting Event"), then the Percentage Interests of the Partners shall be immediately adjusted such that the Percentage Interest of each Partner equals a fraction, expressed as a percentage, in accordance with which the definition numerator equals the Current Value (as defined in Section 4.02(b)) of "such Partner's interest in the Partnership, and the denominator equals the Net Value of the Partnership Assets (as defined in Section 4.02(b)). If the Percentage Interest" to give effect to Additional Capital Contributions made (or deemed to be made) Interests of any Partners are adjusted pursuant to Section 2.3, Section 2.5 (if applicable) and this Section 2.44.02(a), provided that if there are no Partner shall have the right to modify, rectify, or undo such adjustments thereafter, and such adjustments shall be made without the need for any Declining Partners further act or Delinquent Partners writing to effect any such adjustment. Each Partner hereby appoints the General Partner as his or its duly authorized agent and attorney-in-fact for purposes of preparing and executing any amendments to this Agreement necessary or desirable to reflect any adjustment of Percentage Interests under this Section 4.02(a). The rights granted to any Partner under this Section 4.02 shall be such Partner's sole and exclusive remedy for seeking relief with respect to any Additional Contribution Notice, the determination of the amount of the adjustment of the Percentage Interests for Additional Capital Contributions made in response to such notice will be deferred until the later of the last day for the making of Additional Capital Contributions in connection with any Shortfall and the expiration of the Grace Period, provided, however, that such adjustment, whenever determined, shall be effective as of the Contribution Date. The Percentage Interests of the Partners will be further adjusted as and when Additional Capital Contributions, if any, are made as contemplated by clause (iii) or (iv), as applicable, of Section 2.4(c)Adjusting Event. (iib) If any For purposes of this Agreement, the "Net Value of the Partnership Assets" shall mean the net fair market value of all of the Partnership Assets at the time the Adjusting Event occurs, as determined by the General Partner fails for any reason (x) to make in its Requested Contribution with respect to an Additional Contribution Notice that requests Additional Capital Contributions in an amount thatsole discretion, when added to and such Net Value of the aggregate amount Partnership Assets shall include the value of Original Capital Contributions and Additional Capital Contributions made or requested to be made in accordance with this Agreement (excluding any PioneerCo Contribution), would exceed Five Billion Dollars ($5,000,000,000), or (y) to make a Preemptive Contribution at such time as the aggregate amount of Original Capital Contributions and Additional Capital Contributions made or requested to be made in accordance with this Agreement (excluding any PioneerCo Contribution but including all Preemptive Contributions made or to be contributions made in connection with the PioneerCo Contribution with respect Adjusting Event. The Partners agree that because of the difficulty of valuing an interest in the Partnership due to which such Partner failed to make its Preemptive Contribution) exceed Five Billion Dollars ($5,000,000,000)the unique nature of the Partnership Assets, the Percentage Interests General Partner is granted the sole discretion to determine such values and shall take into account whatever factors it deems appropriate to reflect such values, including, without limitation, the dollar value of all contributions to date and any other reasonable methods for determining the value of all of the Partners Partnership Assets at the time of the Adjusting Event. Without limiting the foregoing, the General Partner may deem the Net Value of the Partnership Assets to equal the historical net cost of those assets. The "Current Value" of any Partner's interest in the Partnership shall be adjusted and thereafter determined in accordance with this Section 2.4(d)(ii). Such determination shall be made on a dollar amount equal to the later sum of (i) an amount equal to such Partner's Percentage Interest immediately prior to the Adjusting Event multiplied by the Net Value of the last day for Partnership Assets determined above excluding the making of Additional Capital Contributions in connection with any Shortfall and the tenth net fair market value (10th) day following the applicable Contribution Date (or, with respect to a Preemptive Contribution, such other date as may be determined by the Partnership Board in connection General Partner) of any contributions associated with the related PioneerCo ContributionAdjusting Event, plus, (ii) and the net fair market value (as determined by the General Partner) of any contributions made by such Partner associated with the Adjusting Event. Each Partner's Percentage Interest shall be immediately adjusted to reflect such valuation by the General Partner, effective as of the Contribution Date (or, with respect to a Preemptive Contribution, the applicable PioneerCo Contribution Date). The adjusted Percentage Interest of a Partner shall be equal to a fraction (expressed as a percentage) the numerator of which shall be the sum of (A) the Adjusted Net Equity of such Partner plus (B) either (1) with respect to a Requested Contribution, the Additional Capital Contribution made by such Partner with respect to such Additional Contribution Notice (including any Additional Capital Contributions made by such Partner in connection with any Shortfall) or (2) with respect to a Preemptive Contribution, the Preemptive Contribution or PioneerCo Contribution made by such Partner, as applicable, and the denominator of which shall be the sum of (C) the aggregate Adjusted Net Equity of all Partners plus (D) either (i) with respect to a Requested Contribution, the aggregate Additional Capital Contributions made by all Partners with respect to such Additional Contribution Notice (including any Additional Capital Contributions made in connection with any Shortfall) or (2) with respect to a Preemptive Contribution, the aggregate Preemptive Contributions made by all Partners and the PioneerCo Contribution to which such Preemptive Contributions relate. The "Adjusted Net Equity" of a Partner shall be the amount that would be distributed as of the applicable Contribution Date or PioneerCo Contribution Date to such Partner in liquidation of the Partnership pursuant to Section 14.2(a)(iii) if (I) all of the Partnership's business and assets (including its partnership interests in WirelessCo, but excluding the amounts of any Additional Capital Contributions made pursuant to such Additional Contribution Notice or, with respect to a Preemptive Contribution, the Preemptive Contributions and PioneerCo Contribution to which such Preemptive Contribution relates) were sold substantially as an entirety for Gross Appraised Value (determined in accordance with Section 2.4(d)(iii)), (II) Profits and Losses and items specially allocated in accordance with Sections 3.3 and 3.4 for the Allocation Year ending on the date of such determination, including any gain or loss resulting from the deemed sale described in clause (I), were allocated in accordance with Section 3, (III) the Partnership paid its accrued, but unpaid, liabilities and established reserves pursuant to Section 14.2 for the payment of reasonably anticipated contingent or unknown liabilities and (IV) the Partnership distributed the remaining proceeds to the Partners in liquidation, all as of such Contribution Date or applicable PioneerCo Contribution DateAdjusting Event. (A) Except as otherwise will be provided in the PioneerCo Partnership Agreement to reflect the principles set forth in Item 8(c) of Exhibit 1.1

Adjustments to Percentage Interests. The Percentage Interests (a) If (i) any Partner elects to become a Contributing Partner under Section 3.01(b) and contributes a share of the Partners shall be adjusted Defaulted Amount, (ii) more than a de minimis contribution is made other than pro rata by Percentage Interests, as among the Partners, (iii) a New Partner is admitted to the Partnership in accordance with this Section 2.4(d5.05, or (iv) a distribution is made to a Partner in accordance with Section 4.09(b) or 6.02 (with each such event described in Section 4.02(a)(i). The Partnership Board shall provide notice of each adjustment to all Partners and Schedule 2.1 shall be revised to reflect such adjustment. (i) Except as otherwise provided in clause , (ii) of this Section 2.4(d), (iii) or (iv) being referred to as an "Adjusting Event"), then the Percentage Interests of the Partners shall be immediately adjusted such that the Percentage Interest of each Partner equals a fraction, expressed as a percentage, in accordance with which the definition numerator equals the Current Value (as defined in Section 4.02(b)) of "such Partner's interest in the Partnership, and the denominator equals the Net Value of the Partnership Assets (as defined in Section 4.02(b)). If the Percentage Interest" to give effect to Additional Capital Contributions made (or deemed to be made) Interests of any Partners are adjusted pursuant to Section 2.3, Section 2.5 (if applicable) and this Section 2.44.02(a), provided that if there are no Partner shall have the right to modify, rectify, or undo such adjustments thereafter, and such adjustments shall be made without the need for any Declining Partners further act or Delinquent Partners writing to effect any such adjustment. Each Partner hereby appoints the General Partner as his or its duly authorized agent and attorney-in-fact for purposes of preparing and executing any amendments to this Agreement necessary or desirable to reflect any adjustment of Percentage Interests under this Section 4.02(a). The rights granted to any Partner under this Section 4.02 shall be such Partner's sole and exclusive remedy for seeking relief with respect to any Additional Contribution Notice, the determination of the amount of the adjustment of the Percentage Interests for Additional Capital Contributions made in response to such notice will be deferred until the later of the last day for the making of Additional Capital Contributions in connection with any Shortfall and the expiration of the Grace Period, provided, however, that such adjustment, whenever determined, shall be effective as of the Contribution Date. The Percentage Interests of the Partners will be further adjusted as and when Additional Capital Contributions, if any, are made as contemplated by clause (iii) or (iv), as applicable, of Section 2.4(c)Adjusting Event. (iib) If any For purposes of this Agreement, the "Net Value of the Partnership Assets" shall mean the Net Value of all of the Partnership Assets at the time the Adjusting Event occurs, as determined by the General Partner fails for any reason (x) to make in its Requested Contribution with respect to an Additional Contribution Notice that requests Additional Capital Contributions in an amount thatsole discretion, when added to and such Net Value of the aggregate amount Partnership Assets shall include the value of Original Capital Contributions and Additional Capital Contributions made or requested to be made in accordance with this Agreement (excluding any PioneerCo Contribution), would exceed Five Billion Dollars ($5,000,000,000), or (y) to make a Preemptive Contribution at such time as the aggregate amount of Original Capital Contributions and Additional Capital Contributions made or requested to be made in accordance with this Agreement (excluding any PioneerCo Contribution but including all Preemptive Contributions made or to be contributions made in connection with the PioneerCo Contribution with respect Adjusting Event. The "Current Value" of any Partner's interest in the Partnership shall be a dollar amount equal to which the sum of (i) an amount equal to such Partner failed Partner's Percentage Interest immediately prior to make its Preemptive Contribution) exceed Five Billion Dollars ($5,000,000,000), the Percentage Interests Adjusting Event multiplied by the Net Value of the Partners shall be adjusted and thereafter Partnership Assets determined in accordance with this Section 2.4(d)(ii). Such determination shall be made on above excluding the later of the last day for the making of Additional Capital Contributions in connection with any Shortfall and the tenth net fair market value (10th) day following the applicable Contribution Date (or, with respect to a Preemptive Contribution, such other date as may be determined by the Partnership Board in connection General Partner) of any contributions associated with the related PioneerCo ContributionAdjusting Event, plus (ii) and the net fair market value (as determined by the General Partner) of any contributions made by such Partner associated with the Adjusting Event. Each Partner's Percentage Interest shall be immediately adjusted to reflect such valuation by the General Partner, effective as of the Contribution Date (or, with respect to a Preemptive Contribution, the applicable PioneerCo Contribution Date). The adjusted Percentage Interest of a Partner shall be equal to a fraction (expressed as a percentage) the numerator of which shall be the sum of (A) the Adjusted Net Equity of such Partner plus (B) either (1) with respect to a Requested Contribution, the Additional Capital Contribution made by such Partner with respect to such Additional Contribution Notice (including any Additional Capital Contributions made by such Partner in connection with any Shortfall) or (2) with respect to a Preemptive Contribution, the Preemptive Contribution or PioneerCo Contribution made by such Partner, as applicable, and the denominator of which shall be the sum of (C) the aggregate Adjusted Net Equity of all Partners plus (D) either (i) with respect to a Requested Contribution, the aggregate Additional Capital Contributions made by all Partners with respect to such Additional Contribution Notice (including any Additional Capital Contributions made in connection with any Shortfall) or (2) with respect to a Preemptive Contribution, the aggregate Preemptive Contributions made by all Partners and the PioneerCo Contribution to which such Preemptive Contributions relate. The "Adjusted Net Equity" of a Partner shall be the amount that would be distributed as of the applicable Contribution Date or PioneerCo Contribution Date to such Partner in liquidation of the Partnership pursuant to Section 14.2(a)(iii) if (I) all of the Partnership's business and assets (including its partnership interests in WirelessCo, but excluding the amounts of any Additional Capital Contributions made pursuant to such Additional Contribution Notice or, with respect to a Preemptive Contribution, the Preemptive Contributions and PioneerCo Contribution to which such Preemptive Contribution relates) were sold substantially as an entirety for Gross Appraised Value (determined in accordance with Section 2.4(d)(iii)), (II) Profits and Losses and items specially allocated in accordance with Sections 3.3 and 3.4 for the Allocation Year ending on the date of such determination, including any gain or loss resulting from the deemed sale described in clause (I), were allocated in accordance with Section 3, (III) the Partnership paid its accrued, but unpaid, liabilities and established reserves pursuant to Section 14.2 for the payment of reasonably anticipated contingent or unknown liabilities and (IV) the Partnership distributed the remaining proceeds to the Partners in liquidation, all as of such Contribution Date or applicable PioneerCo Contribution DateAdjusting Event. (A) Except as otherwise will be provided in the PioneerCo Partnership Agreement to reflect the principles set forth in Item 8(c) of Exhibit 1.1