Common use of Economic Uniformity Clause in Contracts

Economic Uniformity. (A) At the election of the General Partner, with respect to: (1) any taxable period ending upon, or after, the termination of a Unit Subordination Period for a particular Subordinated Unit; or (2) each Initial Subordinated Unit immediately prior to the conversion of the Initial Subordinated Units pursuant to Section 5.9; all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to the holder of such Subordinated Unit or such Initial Subordinated Unit, as applicable, as of the termination of the Unit Subordination Period or immediately prior to the conversion of the Initial Subordination Units, as applicable, until such holder has been allocated an amount of gross income or gain which increases the Capital Account maintained with respect to such Subordinated Unit or such Initial Subordinated Unit, as applicable, to an amount equal to the Per Unit Capital Amount for a Common Unit. (B) The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Subordinated Units or Initial Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than those holders of Subordinated Units or Initial Subordinated Units immediately prior to the conversion of such Subordinated Units or Initial Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will only be available to the General Partner to the extent (i) the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.6(c)(ii) does not otherwise provide such economic uniformity to such converted Subordinated Units or (ii) the Capital Accounts underlying the Initial Subordinated Units are not sufficient to provide such economic uniformity to such converted Initial Subordinated Units.

Economic Uniformity. (A) At the election of the General Partner, Partner with respect to: (1) to any taxable period ending upon, or after, the termination of a Unit the Subordination Period for a particular Subordinated Unit; or (2) each Initial Subordinated Unit immediately prior to the conversion of the Initial Subordinated Units pursuant to Section 5.9; Period, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to the holder of such each Partner holding Subordinated Unit or such Initial Subordinated Unit, as applicable, Units that are Outstanding as of the termination of the Unit Subordination Period or immediately prior (“Final Subordinated Units”) in the proportion of the number of Final Subordinated Units held by such Partner to the conversion total number of the Initial Subordination Units, as applicableFinal Subordinated Units then Outstanding, until each such holder Partner has been allocated an amount of gross income or gain which that increases the Capital Account maintained with respect to such Final Subordinated Unit or such Initial Subordinated Unit, as applicable, Units to an amount that after taking into account the other allocations of income, gain, loss and deduction to be made with respect to such taxable period will equal to the product of (1) the number of Final Subordinated Units held by such Partner and (2) the Per Unit Capital Amount for a an Outstanding Common Unit. (B) . The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Subordinated Units or Initial Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than those holders of Subordinated Units or Initial Subordinated Units the General Partner and its Affiliates immediately prior to the conversion of such Subordinated Units or Initial Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will only be available to the General Partner to the extent (i) only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.6(c)(ii5.5(c)(ii) does not otherwise provide such economic uniformity to such converted the Final Subordinated Units. (B) Prior to making any allocations pursuant to Section 6.1(d)(xii)(C), if a Revaluation Event occurs during any taxable period of the Partnership ending upon, or after, the issuance of IDR Reset Common Units or (ii) pursuant to Section 5.11, then after the application of Section 6.1(d)(x)(A), any Unrealized Gains and Unrealized Losses shall be allocated among the Partners in a manner that to the nearest extent possible results in the Capital Accounts underlying the Initial Subordinated Units are not sufficient to provide such economic uniformity maintained with respect to such converted IDR Reset Common Units issued pursuant to Section 5.11 equaling the product of (1) the Aggregate Quantity of IDR Reset Common Units and (2) the Per Unit Capital Amount for an Initial Subordinated Common Unit. (C) Prior to making any allocations pursuant to Section 6.1(d)(xii)(C), if a Revaluation Event occurs after the Subordination Period has ended, then after the application of Sections 6.1(d)(x)(A)-(B), any remaining Unrealized Gains and Unrealized Losses shall be allocated to the holders of (1) Affiliate Retained Units, Pro Rata, or (2) Outstanding Common Units (other than Affiliate Retained Units), Pro Rata, as applicable, in a manner that to the nearest extent possible results in the Capital Accounts maintained with respect to each Affiliate Retained Unit equaling the Per Unit Capital Amount for an Initial Common Unit. (D) Prior to making any allocations pursuant to Section 6.1(d)(xii)(C), if a Revaluation Event occurs, then after the application of Sections 6.1(d)(x)(A)-(C), any remaining Unrealized Gains and Unrealized Losses shall be allocated to the holders of (A) Outstanding Privately Placed Units, Pro Rata, or (B) Outstanding Common Units (other than Privately Placed Units), Pro Rata, as applicable, in a manner that to the nearest extent possible results in the Capital Accounts maintained with respect to each Privately Placed Unit equaling the Per Unit Capital Amount for an Initial Common Unit. (E) With respect to any taxable period during which an IDR Common Reset Unit is transferred to any Person who is not an Affiliate of the transferor, all or a portion of the remaining items of Partnership gross income or gain for such taxable period shall be allocated 100% to the transferor Partner of such transferred IDR Reset Common Unit until such transferor Partner has been allocated an amount of gross income or gain that increases the Capital Account maintained with respect to such transferred IDR Reset Common Unit to an amount equal to the Per Unit Capital Amount for an Initial Common Unit. (F) For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof) that are publicly traded as a single class, the General Partner shall (1) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (2) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and (3) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof) that are publicly traded as a single class. The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.1(d)(x)(F) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Outstanding Limited Partner Interests or the Partnership.

Economic Uniformity. (A) At the election of the General Partner, Partner with respect to: (1) to any taxable period ending upon, or after, the termination of a Unit the Subordination Period for a particular Subordinated Unit; or (2) each Initial Subordinated Unit immediately prior to the conversion of the Initial Subordinated Units pursuant to Section 5.9; Period, all or a portion of the remaining items of Partnership gross income income, gain or gain Simulated Gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to the holder of such each Partner holding Subordinated Unit or such Initial Subordinated Unit, as applicable, Units that are Outstanding as of the termination of the Unit Subordination Period or immediately prior ("Final Subordinated Units") in the proportion of the number of Final Subordinated Units held by such Partner to the conversion total number of the Initial Subordination Units, as applicableFinal Subordinated Units then Outstanding, until each such holder Partner has been allocated an amount of gross income income, gain or gain which Simulated Gain that increases the Capital Account maintained with respect to such Final Subordinated Unit or such Initial Subordinated Unit, as applicable, Units to an amount equal to the product of (A) the number of Final Subordinated Units held by such Partner and (B) the Per Unit Capital Amount for a Common Unit. (B) . The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Subordinated Units or Initial Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than those holders of Subordinated Units or Initial Subordinated Units the General Partner and its Affiliates immediately prior to the conversion of such Subordinated Units or Initial Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will only be available to the General Partner to the extent (i) only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.6(c)(ii5.5(c)(ii) does not otherwise provide such economic uniformity to the Final Subordinated Units. (B) At the election of the General Partner with respect to any taxable period ending upon, or after, the conversion of the Class B Units pursuant to Section 5.11(f), all or a portion of the remaining items of Partnership income, gain or Simulated Gain for such converted Subordinated taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii) and Section 6.1(d)(x)(A), or all or a portion of the Partnership's items of loss and deduction, shall be allocated 100% to the holder or holders of the Common Units resulting from the conversion pursuant to Section 5.11(f) ("Converted Common Units") in the proportion of the number of the Converted Common Units held by such holder or holders to the total number of Converted Common Units then Outstanding, until each such holder has been allocated an amount of income, gain or Simulated Gain that increases, or an amount of loss and deduction, as the case may be, the Capital Account maintained with respect to such Converted Common Units to an amount equal to the product of (iiA) the number of Converted Common Units held by such holder and (B) the Per Unit Capital Amount for a Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Converted Common Units and the Initial Subordinated Capital Accounts underlying Common Units are not sufficient held by Persons other than the General Partner and its Affiliates immediately prior to provide such economic uniformity the receipt of Common Units pursuant to such converted Initial Subordinated UnitsSection 5.11(f).

Economic Uniformity. (A) At the election of the General Partner, Partner with respect to: (1) to any taxable period ending upon, or after, the termination of a Unit the Subordination Period for a particular Subordinated Unit; or (2) each Initial Subordinated Unit immediately prior to the conversion of the Initial Subordinated Units pursuant to Section 5.9; Period, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to the holder of such each Partner holding Subordinated Unit or such Initial Subordinated Unit, as applicable, Units that are Outstanding as of the termination of the Unit Subordination Period or immediately prior (“Final Subordinated Units”) in the proportion of the number of Final Subordinated Units held by such Partner to the conversion total number of the Initial Subordination Units, as applicableFinal Subordinated Units then Outstanding, until each such holder Partner has been allocated an amount of gross income or gain which that increases the Capital Account maintained with respect to such Final Subordinated Unit or such Initial Subordinated Unit, as applicable, Units to an amount that after taking into account the other allocations of income, gain, loss and deduction to be made with respect to such taxable period will equal to the product of (1) the number of Final Subordinated Units held by such Partner and (2) the Per Unit Capital Amount for a Common Unit. (B) . The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Subordinated Units or Initial Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than those holders of Subordinated Units or Initial Subordinated Units the General Partner and its Affiliates immediately prior to the conversion of such Subordinated Units or Initial Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will only be available to the General Partner to the extent (i) only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.6(c)(ii5.5(c)(ii) does not otherwise provide such economic uniformity to such converted the Final Subordinated Units. (B) Prior to making any allocations pursuant to Section 6.1(d)(xii)(C), if a Revaluation Event occurs during any taxable period of the Partnership ending upon, or after, the issuance of IDR Reset Common Units or (ii) pursuant to Section 5.11, then after the application of Section 6.1(d)(x)(A), any Unrealized Gains and Unrealized Losses shall be allocated among the Partners in a manner that to the nearest extent possible results in the Capital Accounts underlying the Initial Subordinated Units are not sufficient to provide such economic uniformity maintained with respect to such converted IDR Reset Common Units issued pursuant to Section 5.11 equaling the product of (1) the Aggregate Quantity of IDR Reset Common Units and (2) the Per Unit Capital Amount for an Initial Subordinated Common Unit. (C) Prior to making any allocations pursuant to Section 6.1(d)(xii)(C), if a Revaluation Event occurs, then after the application of Section 6.1(d)(x)(A)-(B), any remaining Unrealized Gains and Unrealized Losses shall be allocated to the holders of (A) Outstanding Privately Placed Units, Pro Rata, or (B) Outstanding Common Units (other than Privately Placed Units), Pro Rata, as applicable, in a manner that to the nearest extent possible results in the Capital Accounts maintained with respect to each Privately Placed Unit equaling the Per Unit Capital Amount for an Initial Common Unit. (D) With respect to any taxable period during which an IDR Reset Common Unit is transferred to any Person who is not an Affiliate of the transferor, all or a portion of the remaining items of Partnership gross income or gain for such taxable period shall be allocated 100% to the transferor Partner of such transferred IDR Reset Common Unit until such transferor Partner has been allocated an amount of gross income or gain that increases the Capital Account maintained with respect to such transferred IDR Reset Common Unit to an amount equal to the Per Unit Capital Amount for an Initial Common Unit. (E) For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof), the General Partner shall (1) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (2) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and (3) amend the provisions of this Agreement without the approval of any Limited Partner as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof) that are publicly traded as a single class. The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.1(d)(x)(E) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Outstanding Limited Partner Interests or the Partnership.

Economic Uniformity. (A) At the election of the General Partner, Partner with respect to: (1) to any taxable period ending upon, or after, the termination of a Unit the Subordination Period for a particular Subordinated Unit; or (2) each Initial Subordinated Unit immediately prior to the conversion of the Initial Subordinated Units pursuant to Section 5.9; Period, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to the holder of such each Partner holding Subordinated Unit or such Initial Subordinated Unit, as applicable, Units that are Outstanding as of the termination of the Unit Subordination Period or immediately prior (“Final Subordinated Units”) in the proportion of the number of Final Subordinated Units held by such Partner to the conversion total number of the Initial Subordination Units, as applicableFinal Subordinated Units then Outstanding, until each such holder Partner has been allocated an amount of gross income or gain which that increases the Capital Account maintained with respect to such Final Subordinated Unit or such Initial Subordinated Unit, as applicable, Units to an amount that after taking into account the other allocations of income, gain, loss and deduction to be made with respect to such taxable period will equal to the product of (1) the number of Final Subordinated Units held by such Partner and (2) the Per Unit Capital Amount for a Common Unit. (B) . The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Subordinated Units or Initial Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than those holders of Subordinated Units or Initial Subordinated Units the General Partner and its Affiliates immediately prior to the conversion of such Subordinated Units or Initial Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will only be available to the General Partner to the extent (i) only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.6(c)(ii5.5(c)(ii) does not otherwise provide such economic uniformity to such converted Subordinated Units or (ii) the Capital Accounts underlying the Initial Subordinated Units are not sufficient to provide such economic uniformity to such converted Initial Final Subordinated Units. (B) Prior to making any allocations pursuant to Section 6.1(d)(xii)(C), if a Revaluation Event occurs during any taxable period of the Partnership ending upon, or after, the issuance of IDR Reset Common Units pursuant to

Economic Uniformity. (A) At the election of the General Partner, Partner with respect to: (1) to any taxable period ending upon, or after, the termination of a Unit the Subordination Period for a particular Subordinated Unit; or (2) each Initial Subordinated Unit immediately prior to the conversion of the Initial Subordinated Units pursuant to Section 5.9; Period, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to the holder of such each Partner holding Subordinated Unit or such Initial Subordinated Unit, as applicable, Units that are Outstanding as of the termination of the Unit Subordination Period or immediately prior (“Final Subordinated Units”) in the proportion of the number of Final Subordinated Units held by such Partner to the conversion total number of the Initial Subordination Units, as applicableFinal Subordinated Units then Outstanding, until each such holder Partner has been allocated an amount of gross income or gain which that increases the Capital Account maintained with respect to such Final Subordinated Unit or such Initial Subordinated Unit, as applicable, Units to an amount that after taking into account the other allocations of income, gain, loss and deduction to be made with respect to such taxable period will equal to the product of (1) the number of Final Subordinated Units held by such Partner and (2) the Per Unit Capital Amount for a Common Unit. (B) . The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Subordinated Units or Initial Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than those holders of Subordinated Units or Initial Subordinated Units the General Partner and its Affiliates immediately prior to the conversion of such Subordinated Units or Initial Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will only be available to the General Partner to the extent (i) only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.6(c)(ii5.4(c)(ii) does not otherwise provide such economic uniformity to such converted the Final Subordinated Units. (B) Prior to making any allocations pursuant to Section 6.1(d)(xii)(C), if a Revaluation Event occurs during any taxable period of the Partnership ending upon, or after, the issuance of IDR Reset Common Units or (ii) pursuant to Section 5.10, then after the application of Section 6.1(d)(x)(A), any Unrealized Gains and Unrealized Losses shall be allocated among the Partners in a manner that to the nearest extent possible results in the Capital Accounts underlying the Initial Subordinated Units are not sufficient to provide such economic uniformity maintained with respect to such converted IDR Reset Common Units issued pursuant to Section 5.10 equaling the product of (1) the Aggregate Quantity of IDR Reset Common Units and (2) the Per Unit Capital Amount for an Initial Subordinated Common Unit. (C) Prior to making any allocations pursuant to Section 6.1(d)(xii)(C), if a Revaluation Event occurs, then after the application of Section 6.1(d)(x)(A)-(B), any remaining Unrealized Gains and Unrealized Losses shall be allocated to the holders of (A) Outstanding Privately Placed Units, Pro Rata, or (B) Outstanding Common Units (other than Privately Placed Units), Pro Rata, as applicable, in a manner that to the nearest extent possible results in the Capital Accounts maintained with respect to each Privately Placed Unit equaling the Per Unit Capital Amount for an Initial Common Unit. (D) With respect to any taxable period during which an IDR Reset Common Unit is transferred to any Person who is not an Affiliate of the transferor, all or a portion of the remaining items of Partnership gross income or gain for such taxable period shall be allocated 100% to the transferor Partner of such transferred IDR Reset Common Unit until such transferor Partner has been allocated an amount of gross income or gain that increases the Capital Account maintained with respect to such transferred IDR Reset Common Unit to an amount equal to the Per Unit Capital Amount for an Initial Common Unit. (E) For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof), the General Partner shall (1) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (2) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and (3) without the consent of any Limited Partner or any other Person, amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof) that are publicly traded as a single class. The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.1(d)(x)(E) only if it determines that such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Outstanding Limited Partner Interests or the Partnership.

Economic Uniformity. (A) At the election of the General Partner, Partner with respect to: (1) to any taxable period ending upon, or after, the termination of a Unit the Subordination Period for a particular Subordinated Unit; or (2) each Initial Subordinated Unit immediately prior to the conversion of the Initial Subordinated Units pursuant to Section 5.9; Period, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to the holder of such each Partner holding Subordinated Unit or such Initial Subordinated Unit, as applicable, Units that are Outstanding as of the termination of the Unit Subordination Period or immediately prior (“Final Subordinated Units”) in the proportion of the number of Final Subordinated Units held by such Partner to the conversion total number of the Initial Subordination Units, as applicableFinal Subordinated Units then Outstanding, until each such holder Partner has been allocated an amount of gross income or gain which that increases the Capital Account maintained with respect to such Final Subordinated Unit or such Initial Subordinated Unit, as applicable, Units to an amount that after taking into account the other allocations of income, gain, loss and deduction to be made with respect to such taxable period will equal to the product of (1) the number of Final Subordinated Units held by such Partner and (2) the Per Unit Capital Amount for a Common Unit. (B) . The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Subordinated Units or Initial Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than those holders of Subordinated Units or Initial Subordinated Units the General Partner and its Affiliates immediately prior to the conversion of such Subordinated Units or Initial Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will only be available to the General Partner to the extent (i) only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.6(c)(ii5.5(c)(ii) does not otherwise provide such economic uniformity to such converted the Final Subordinated Units. (B) Prior to making any allocations pursuant to Section 6.1(d)(xii)(C), if a Revaluation Event occurs during any taxable period of the Partnership ending upon, or after, the issuance of IDR Reset Common Units or (ii) pursuant to Section 5.11, then after the application of Section 6.1(d)(x)(A), any Unrealized Gains and Unrealized Losses shall be allocated among the Partners in a manner that to the nearest extent possible results in the Capital Accounts underlying the Initial Subordinated Units are not sufficient to provide such economic uniformity maintained with respect to such converted IDR Reset Common Units issued pursuant to Section 5.11 equaling the product of (1) the Aggregate Quantity of IDR Reset Common Units and (2) the Per Unit Capital Amount for an Initial Subordinated Common Unit. (C) Prior to making any allocations pursuant to Section 6.1(d)(xii)(C), if a Revaluation Event occurs, then after the application of Section 6.1(d)(x)(A)-(B), any remaining Unrealized Gains and Unrealized Losses shall be allocated to the holders of (A) Outstanding Privately Placed Units, Pro Rata, or (B) Outstanding Common Units (other than Privately Placed Units), Pro Rata, as applicable, in a manner that to the nearest extent possible results in the Capital Accounts maintained with respect to each Privately Placed Unit equaling the Per Unit Capital Amount for an Initial Common Unit. (D) With respect to any taxable period during which an IDR Reset Common Unit is transferred to any Person who is not an Affiliate of the transferor, all or a portion of the remaining items of Partnership gross income or gain for such taxable period shall be allocated 100% to the transferor Partner of such transferred IDR Reset Common Unit until such transferor Partner has been allocated an amount of gross income or gain that increases the Capital Account maintained with respect to such transferred IDR Reset Common Unit to an amount equal to the Per Unit Capital Amount for an Initial Common Unit. (E) For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof), the General Partner shall (1) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (2) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and (3) amend the provisions of this Agreement without the approval of any Limited Partner as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof) that are publicly traded as a single class. The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.1(d)(x)(E) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Outstanding Limited Partner Interests or the Partnership.

Economic Uniformity. (A) At the election of the General Partner, Partner with respect to: (1) to any taxable period ending upon, or after, the termination of the Subordination Period, all or a Unit portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to each Partner holding Subordinated Units that are Outstanding as of the termination of the Subordination Period (“Final Subordinated Units”) in the proportion of the number of Final Subordinated Units held by such Partner to the total number of Final Subordinated Units then Outstanding, until each such Partner has been allocated an amount of income or gain that increases the Capital Account maintained with respect to such Final Subordinated Units to an amount equal to the product of (A) the number of Final Subordinated Units held by such Partner and (B) the Per Unit Capital Amount for a particular Common Unit (other than a Common Unit issued upon the conversion of a Subordinated Unit; or (2) each Initial , a Class B Unit, a Class C Unit or a Class D Unit). The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Final Subordinated Unit Units and the Capital Accounts underlying most or all of the Common Units held by Persons other than the General Partner and its Affiliates immediately prior to the conversion of such Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will be available to the Initial General Partner only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.9; 5.5(c)(ii) does not otherwise provide such economic uniformity to the Final Subordinated Units. (B) At the election of the General Partner with respect to any taxable period ending upon, or after, the conversion of the Class B Units pursuant to Section 5.11(f), all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii) and Section 6.1(d)(x)(A), shall be allocated 100% to the holder or holders of the Common Units resulting from the conversion pursuant to Section 5.11(f) (“Converted Common Units”) in the proportion of the number of the Converted Common Units held by such holder or holders to the total number of Converted Common Units then Outstanding, until each such holder has been allocated an amount of income or gain that increases the Capital Account maintained with respect to such Converted Common Units to an amount equal to the product of (A) the number of Converted Common Units held by such holder and (B) the Per Unit Capital Amount for a Common Unit (other than a Common Unit issued upon the conversion of a Subordinated Unit, a Class B Unit, a Class C Unit or a Class D Unit). The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Converted Common Units and the Capital Accounts underlying most or all of the Common Units held by Persons other than the General Partner and its Affiliates immediately prior to the receipt of Common Units pursuant to Section 5.11(f). (C) At the election of the General Partner with respect to any taxable period ending upon, or after, the conversion of the Class C Units into Common Units pursuant to Section 5.12, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to the holder of such Subordinated Unit or such Initial Subordinated Unit, as applicable, as holders of the termination of the Unit Subordination Period or immediately prior to Common Units resulting from the conversion of Class C Units pursuant to Section 5.12 (“Converted Class C Units”) in the Initial Subordination Units, as applicableproportion of the number of the Converted Class C Units held by such holder or holders to the total number of Converted Class C Units then Outstanding, until each such holder has been allocated an amount of gross income or gain which that increases the Capital Account maintained with respect to such Subordinated Unit or such Initial Subordinated Unit, as applicable, Converted Class C Units to an amount equal to the product of (A) the number of Converted Class C Units held by such holder and (B) the Per Unit Capital Amount for a Common Unit (other than a Common Unit issued upon the conversion of a Subordinated Unit. (B) , a Class B Unit, a Class C Unit or a Class D Unit). The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Subordinated Units or Initial Subordinated Converted Class C Units and the Capital Accounts underlying most or all of the Common Units held by Persons other than those holders of Subordinated Units or Initial Subordinated Units the General Partner and its Affiliates immediately prior to the conversion of such Subordinated Units or Initial Subordinated Class C Units into Common Units. This allocation method for establishing such economic uniformity will only be available The General Partner shall have discretion as to the General Partner priority of the application of this Section 6.1(d)(x)(C) as compared to the extent (iSections 6.1(d)(x)(A), 6.1(d)(x)(B) the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.6(c)(ii) does not otherwise provide such economic uniformity to such converted Subordinated Units or (ii) the Capital Accounts underlying the Initial Subordinated Units are not sufficient to provide such economic uniformity to such converted Initial Subordinated Units6.1(d)(x)(D).

Economic Uniformity. (A) At the election of the General Partner, Partner with respect to: (1) to any taxable period ending upon, or after, the termination of a Unit the Subordination Period for a particular Subordinated Unit; or (2) each Initial Subordinated Unit immediately prior to the conversion of the Initial Subordinated Units pursuant to Section 5.9; Period, all or a portion of the remaining items of Partnership gross income income, gain or gain Simulated Gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to the holder of such each Partner holding Subordinated Unit or such Initial Subordinated Unit, as applicable, Units that are Outstanding as of the termination of the Unit Subordination Period or immediately prior (“Final Subordinated Units”) in the proportion of the number of Final Subordinated Units held by such Partner to the conversion total number of the Initial Subordination Units, as applicableFinal Subordinated Units then Outstanding, until each such holder Partner has been allocated an amount of gross income income, gain or gain which Simulated Gain that increases the Capital Account maintained with respect to such Final Subordinated Unit or such Initial Subordinated Unit, as applicable, Units to an amount equal to the product of (A) the number of Final Subordinated Units held by such Partner and (B) the Per Unit Capital Amount for a Common Unit. (B) . The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Subordinated Units or Initial Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than those holders of Subordinated Units or Initial Subordinated Units the General Partner and its Affiliates immediately prior to the conversion of such Subordinated Units or Initial Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will only be available to the General Partner to the extent (i) only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.6(c)(ii5.5(c)(ii) does not otherwise provide such economic uniformity to the Final Subordinated Units. (B) At the election of the General Partner with respect to any taxable period ending upon, or after, the conversion of the Class B Units pursuant to Section 5.11(f), all or a portion of the remaining items of Partnership income, gain or Simulated Gain for such converted Subordinated taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii) and Section 6.1(d)(x)(A), or all or a portion of the Partnership’s items of loss and deduction, shall be allocated 100% to the holder or holders of the Common Units resulting from the conversion pursuant to Section 5.11(f) (“Converted Common Units”) in the proportion of the number of the Converted Common Units held by such holder or holders to the total number of Converted Common Units then Outstanding, until each such holder has been allocated an amount of income, gain or Simulated Gain that increases, or an amount of loss and deduction, as the case may be, the Capital Account maintained with respect to such Converted Common Units to an amount equal to the product of (iiA) the number of Converted Common Units held by such holder and (B) the Per Unit Capital Amount for a Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Converted Common Units and the Initial Subordinated Capital Accounts underlying Common Units are not sufficient held by Persons other than the General Partner and its Affiliates immediately prior to provide such economic uniformity the receipt of Common Units pursuant to such converted Initial Subordinated UnitsSection 5.11(f).