Common use of Corrective and Other Allocations Clause in Contracts

Corrective and Other Allocations. (A) In the event the Carrying Value of Partnership property is adjusted pursuant to Section 4.6(d), this Section 5.1(d)(iv) is intended to cause the aggregate Capital Accounts of the Partners, including the General Partner’s Partnership Interest, to equal, over time, the relative proportionality of the Capital Account balances of the Partners if the prior adjustment to the Carrying Value of Partnership property had not occurred. To effectuate the intent of this Section 5.1(d)(iv), the General Partner may allocate that portion of the deductions, cost recovery or amortization attributable to an adjustment to the Carrying Value of a Partnership property pursuant to Section 4.6(d) in the same manner that the Unrealized Gain or Unrealized Loss attributable to such property is allocated pursuant to Section 4.6(d). (B) In the event of any negative adjustments to the Capital Accounts of the Partners resulting from an event that causes the Carrying Value of Partnership property to be adjusted pursuant to Section 4.6(d) or from the recognition of a Net Termination Loss, such negative adjustments (1) shall first be allocated in a manner, as determined by the General Partner, that to the extent possible equals the relative proportionality of the Capital Account balances of the Partners if the prior adjustment to the Carrying Value of Partnership property had not occurred, and (2) any excess amount shall be allocated pursuant to Section 5.1(c) hereof. (C) In making the allocations required under this Section 5.1(d)(iii), including the allocations that may result from the sale or other taxable disposition of any Partnership property that has been subject to an adjustment to the Carrying Value of such Partnership property, the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 5.1(d)(iii).

Corrective and Other Allocations. (A) In the event the Carrying Value of Partnership property is adjusted pursuant to Section 4.6(d), this Section 5.1(d)(iv5.1(d)(iii) is intended to cause the aggregate Capital Accounts of the Partners, including the General Partner’s Partnership Interest, to equal, over time, the relative proportionality of the Capital Account balances of the Partners if the prior adjustment to the Carrying Value of Partnership property had not occurred. To effectuate the intent of this Section 5.1(d)(iv5.1(d)(iii)(A), the General Partner may allocate that portion of the deductions, cost recovery or amortization attributable to an adjustment to the Carrying Value of a Partnership property pursuant to Section 4.6(d) in the same manner that the Unrealized Gain or Unrealized Loss attributable to such property is allocated pursuant to Section 4.6(d). (B) In the event of any negative adjustments to the Capital Accounts of the Partners resulting from an event that causes the Carrying Value of Partnership property to be adjusted pursuant to Section 4.6(d) or from the recognition of a Net Termination Loss, such negative adjustments (1) shall first be allocated in a manner, as determined by the General Partner, that to the extent possible equals the relative proportionality of the Capital Account balances of the Partners if the prior adjustment to the Carrying Value of Partnership property had not occurred, and (2) any excess amount shall be allocated pursuant to Section 5.1(c) hereof. (C) In making the allocations required under this Section 5.1(d)(iii), including the allocations that may result from the sale or other taxable disposition of any Partnership property that has been subject to an adjustment to the Carrying Value of such Partnership property, the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 5.1(d)(iii).

Corrective and Other Allocations. (A) A. In the event the Carrying Value of Partnership property is adjusted pursuant to Section 4.6(d5.5(d), the provisions of this Section 5.1(d)(iv6.1(d)(xii) is intended are intended, to the extent possible over time, to cause the aggregate respective Capital Accounts of the Partners, including taking into account the General Partner’s Partnership InterestIncentive Distributions, to equal, over time, be in the same relative proportionality of the Capital Account balances of the Partners if proportion had the prior adjustment to the Carrying Value of Partnership property had not occurred. To effectuate the intent of this Section 5.1(d)(iv6.1(d)(xii), the General Partner may allocate that portion of the deductions, cost recovery or amortization attributable to an adjustment to the Carrying Value of a Partnership property pursuant to Section 4.6(d5.5(d) in the same manner that the Unrealized Gain or Unrealized Loss attributable to such property is allocated pursuant to Section 4.6(d5.5(d). (B) In the event of any negative adjustments to the Capital Accounts of the Partners resulting from an event that causes the Carrying Value of Partnership property to be adjusted pursuant to Section 4.6(d) or from the recognition of a Net Termination Loss, such negative adjustments (1) shall first be allocated in a manner, as determined by the General Partner, that to the extent possible equals the relative proportionality of the Capital Account balances of the Partners if the prior adjustment to the Carrying Value of Partnership property had not occurred, and (2) any excess amount shall be allocated pursuant to Section 5.1(c) hereof. (C) B. In making the allocations required under this Section 5.1(d)(iii6.1(d)(xii), including the allocations that may result from the sale or other taxable disposition of any Partnership property that has been subject to an adjustment to the Carrying Value of such Partnership property, the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 5.1(d)(iii6.1(d)(xii). Section 4. Except as hereby amended, the Partnership Agreement shall remain in full force and effect. Section 5. This Amendment No. 2 shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.