Common use of Overriding Principles Clause in Contracts

Overriding Principles. The provisions of the Agreement (including this Exhibit B and the other exhibits to this Agreement), relating to the maintenance of capital accounts and allocations are intended to comply with Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto are computed in order to comply with such Regulations, the General Partner may make such modifications, provided that such modification is not likely to have a material adverse effect on the amounts distributable to any Partner or Assignee, pursuant to Article VIII of this Agreement, upon dissolution of the Partnership. EXHIBIT C TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STRATEGIC TIMBER PARTNERS, LP SPECIAL ALLOCATION RULES Notwithstanding the provisions of Section 6.1 of the Agreement, the Special Allocation Rules of this Exhibit C are controlling as to the allocation of any items of Partnership income, gain, loss and deduction.

Overriding Principles. The provisions of the Agreement (including this Exhibit B and the other exhibits to this Agreement), relating to the maintenance of capital accounts and allocations are intended to comply with Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto are computed in order to comply with such Regulations, the General Partner may make such modifications, provided that such modification is not likely to have a material adverse effect on the amounts distributable to any Partner or Assignee, pursuant to Article VIII of this Agreement, upon dissolution of the Partnership. EXHIBIT C TO SECOND FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STRATEGIC TIMBER PARTNERSPARTNERS II, LP SPECIAL ALLOCATION RULES Notwithstanding the provisions of Section 6.1 of the Agreement, the Special Allocation Rules of this Exhibit C are controlling as to the allocation of any items of Partnership income, gain, loss and deduction.