【正文】 (e) if the Carrying Value of any asset differs from its adjusted tax basis for . federal ine tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the . federal ine tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the . federal ine tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses)。 (c) if the Carrying Value of any asset differs from its adjusted tax basis for . federal ine tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value。 or (d)if the Common Units are not so quoted by Pink Sheets LLC or a similar anization, the average of the midpoint of the last bid and ask prices for the Common Units on that date from a nationally recognized independent investment banking firm selected by the General Partner for this purpose. ? Minimum Retained Ownership Requirement? has the meaning set forth in Section (a). ? Net Taxable Ine? has the meaning set forth in Section (b)(i). ? NonCompetition Agreement? means collectively, the Senior Managing Director NonCompetition and NonSolicitation Agreement and Contracting Employees NonCompetition and NonSolicitation Agreement dated on or about the date hereof by certain Employed Limited Partners with each of the Blackstone Holdings Partnerships and any agreement with respect to similar subject matter entered into from time to time by an Employed Limited Partner. ? Nonrecourse Deductions? has the meaning set forth in Treasury Regulations Section (b). The amount of Nonrecourse Deductions of the Partnership for a fiscal year equals the increase, if any, in the amount of Partnership Minimum Gain of the Partnership during that fiscal year, determined according to the provisions of Treasury Regulations Section (c). ? Original Agreement? has the meaning set forth in the preamble of this Agreement. ? Partners? means, at any time, each person listed as a Partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder. ? Partnership? has the meaning set forth in the preamble of this Agreement. ? Partnership Minimum Gain? has the meaning set forth in Treasury Regulations Sections (b)(2) and (d). ? Partner Nonrecourse Debt Minimum Gain? means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section (b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section (a)(2)) determined in accordance with Treasury Regulations Section (i)(3). ? Partner Nonrecourse Deductions? has the meaning ascribed to the term artner nonrecourse deductions? set forth in Treasury Regulations Section (i)(2). ? Person? means any individual, corporation, partnership, limited partnership, limited liability pany, limited pany, joint venture, trust, unincorporated or governmental anization or any agency or political subdivision thereof. ? Personal Planning Vehicle? means, in respect of any Limited Partner, any estate, family limited liability pany, family limited partnership, or inter vivos or testamentary trust that holds Units that is designated as a Personal Planning Vehicle of such Limited Partner in the books and records of the Partnership. ? Profits? and ? Losses? means, for each Fiscal Year or other period, the taxable ine or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for . federal ine tax purposes with the following adjustments: (a) all items of ine, gain, loss or deduction allocated pursuant to Section shall not be taken into account in puting such taxable ine or loss。 (b) if the Common Units are not listed for trading on the New York Stock Exchange, the closing sale price (or, if no closing sale price is reported, the last reported sale price) as reported on that date in posite transactions for the principal national securities exchange registered pursuant to Section 6(g) of the Exchange Act on which the Common Units are listed。 provided, however, that adjustments pursuant to clauses (a), (b) (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. The Carrying Value of any Partnership asset distributed to any Partner shall be adjusted immediately before such distribution to equal its fair market value. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of rofits (Losses)? rather than the amount of depreciation determined for . federal ine tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis. ? Category 1 Limited Partner? means each of the Limited Partners identified in the books and records of the Partnership as a Category 1 Limited Partner. ? Category 2 Limited Partner? means each of the Limited Partners identified in the books and records of the Partnership as a Category 2 Limited Partner. ? Category 3 Limited Partner? means each of t