Common use of Net Losses Clause in Contracts

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders and Series B Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit and Series B Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V), Net Losses for each taxable year period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year period shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series holding Common Units, Class B Holders)Units or Subordinated Units, in accordance with their respective Percentage Interestsproportion to, and until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to to, the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% (A) to the General Partner and the Unitholders (other than Series A Holders and Series B Holders) in accordance with their respective its Percentage InterestsInterest and (B) to all Unitholders holding Common Units, Class B Units or Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner's Percentage Interest; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b);; and (iii) Third, (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Series A Holders and Series B HoldersPreferred Units, in proportion Pro Rata, a percentage equal to their respective positive Adjusted Capital Account balances100% less the General Partner's Percentage Interest, until the Adjusted Capital Account in respect of each Outstanding Series A Preferred Unit and Series B Preferred Unit then Outstanding has been reduced to zero; and; (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders)Unitholders, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners Unitholders pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders, Series H Holders and Series B I Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders, Series H Holders and Series B I Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit, Series E Preferred Unit, Series F Preferred Unit, Series G Preferred Unit, Series H Preferred Unit and Series B I Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders)Unitholders, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners Unitholders pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders and Series B G Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders and Series B G Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit, Series E Preferred Unit, Series F Preferred Unit and Series B G Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders and Series B D Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders and Series B D Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders and Series B D Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit and Series B D Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders)Unitholders, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners Unitholders pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders, Series H Holders and Series B I Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders, Series H Holders and Series B I Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit, Series E Preferred Unit, Series F Preferred Unit, Series G Preferred Unit, Series H Preferred Unit and Series B I Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders and Series B G Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders and Series B G Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders and Series B G Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit, Series E Preferred Unit, Series F Preferred Unit and Series B G Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (fg) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series B E Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series B E Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series B E Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series B E Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V), Net Losses for each taxable year period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year period shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders)Unitholders, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv6.1(a)(iii) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders) Unitholders, in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b);; and (iii) Third, to all Series A Holders and Series B Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit and Series B Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner; provided, however, Unitholders holding Class B Units will not be allocated any items of income, gain, loss or deduction pursuant to this Section 6.1(b) with respect to their Class B Units until the Adjusted Capital Account of each Common Unit or comparable fraction thereof and each Class B Unit or comparable fraction thereof are equal.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders and Series B D Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders and Series B D Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders and Series B D Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit and Series B D Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders)Unitholders, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners Unitholders pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders and Series B H Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders and Series B H Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit, Series E Preferred Unit, Series F Preferred Unit, Series G Preferred Unit and Series B H Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V), Net Losses for each taxable year period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year period shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders)holding Common Units, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders) Unitholders, in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, 100% to all the Series A Holders Preferred Unitholders and Series B HoldersPreferred Unitholders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit and each Series B Preferred Unit then Outstanding has been reduced to zero; and (iv) FourthThereafter, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V), Net Losses for each taxable year period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year period shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series holding Common Units or Class B Holders)Units, in accordance with their respective Percentage Interestsproportion to, and until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to to, the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% (A) to the General Partner and the Unitholders (other than Series A Holders and Series B Holders) in accordance with their respective its Percentage InterestsInterest and (B) to all Unitholders holding Common Units or Class B Units, Pro Rata, a percentage equal to 100% less the General Partner's Percentage Interest; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b);; and (iii) Third, (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Series A Holders and Series B HoldersPreferred Units, in proportion Pro Rata, a percentage equal to their respective positive Adjusted Capital Account balances100% less the General Partner's Percentage Interest, until the Adjusted Capital Account in respect of each Outstanding Series A Preferred Unit and Series B Preferred Unit then Outstanding has been reduced to zero; and; (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V5.1(d), Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year period shall be allocated in the same manner as followssuch Net Losses are allocated hereunder: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders)Limited Partners, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i5.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv5.1(a)(v) for all previous taxable years; (ii) Second, provided 100% to the Limited Partners, in accordance with their respective Percentage Interests; provided, that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i5.1(b)(ii) to the extent that such allocation would cause any Unitholder Limited Partner to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iiiii) SecondThird, 100% to the General Special Limited Partners, in the proportion of the number of SPUs held by each such Partner and to the Unitholders (other than Series A Holders and Series B Holders) in accordance with their respective Percentage Intereststotal number of SPUs then outstanding; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii5.1(b)(iii) to the extent that such allocation would cause any Unitholder Special Limited Partner to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders and Series B Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit and Series B Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, if such taxable period ends prior to the conversion of the last outstanding Deferred Participation Interest, pursuant to Section 5.7(b) hereof, 100% to the Partners holding Deferred Participation Interests, in the proportion of the number of Deferred Participation Interests held by each such Partner to the total number of Deferred Participation Interests then outstanding; provided, that Net Losses shall not be allocated pursuant to this Section 5.1(b)(iv) to the extent that such allocation would cause any Partner holding such Deferred Participation Interests to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); and (v) Fifth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows:follows:‌ (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders and Series B D Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);Account);‌ (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders and Series B D Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this this‌ Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders and Series B D Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit and Series B D Preferred Unit then Outstanding has been reduced to zero; andand‌ (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:Partner.‌

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article Vany allocations to other Partnership Securities, Net Losses for each taxable year period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year period shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than the Series A Holders and Series B HoldersPreferred Unitholders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv6.1(a)(iii) for all previous taxable years, ; provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder (other than the Series A Preferred Unitholders) to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than the Series A Holders and Series B Holders) Preferred Unitholders), in accordance with their respective Percentage Interests; provided, provided that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder (other than the Series A Preferred Unitholders) to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders and Series B Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit Unitholders, to the extent of and Series B Preferred Unit then Outstanding has been reduced in the proportion to zerothe positive balances in their Adjusted Capital Accounts; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V), Net Losses for each taxable year period and all items of income, gain, loss loss, and deduction taken into account in computing Net Losses for such taxable year period shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders)holding Common Units, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders and Series B Holders) Unitholders, in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, 100% to all the Series A Holders and Preferred Unitholders, the Series B HoldersPreferred Unitholders, and the Series C Preferred Unitholders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit and Unit, each Series B Preferred Unit, and each Series C Preferred Unit then Outstanding has been reduced to zero; and (iv) FourthThereafter, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows: