Common use of Allocation of Liquidating Gains Clause in Contracts

Allocation of Liquidating Gains. Notwithstanding any other provision of this Agreement to the contrary (subject to the terms of any Unit Designation, and after giving effect to the special allocations set forth in Section 6.1(d)), Liquidating Gains shall first be allocated among the Partners in the following order of priority: (i) First, to the Partners holding Class A Common Units, Class B Common Units and Class E Common Units, until the Economic Capital Account Balance of each such Partner, to the extent attributable to such Partner’s ownership of such Common Units, is equal to each such Common Unit’s Book-Up Target (after taking into account contemporaneous allocations made pursuant to this Section 6.1(c)(i)). Any such allocations shall be made among such Partners holding Class A Common Units, Class B Common Units and Class E Common Units in proportion to the amounts required to be allocated to each such Partner under this Section 6.1(c)(i) in order to achieve the Book-Up Target with respect to all of such Common Units; provided that (A) allocations of Liquidating Gains pursuant to this Section 6.1(c)(i) shall be made to Class A Common Units and Class E Common Units only to the extent that the Fair Market Value of the Partnership has appreciated above the Threshold Value with respect to the applicable Class A Common Units or Class E Common Units and (B) for purposes of this Section 6.1(c)(i), the Capital Account attributable to a Partner’s Class A-1 Common Units shall be treated as attributable in its entirety to such Partner’s Class A Common Units and none shall be attributable to such Partner’s Class A-1 Common Units. For the avoidance of doubt, in no event shall the Economic Capital Account Balance attributable to any Class A Common Unit be reduced pursuant to this Section 6.1(c)(i) except to the extent a corresponding Class E Common Unit achieves its Book-Up Target. The allocations set forth in this Section 6.1(c)(i) shall be taken into account for determining the Capital Account of each Partner. (ii) Second, to the Partners holding Class P Common Units, on a series by series basis in chronological order of issuance (first to the earliest such series), until the Economic Capital Account Balance of each such Partner, to the extent attributable to such Partner’s ownership of such Class P Common Units, is equal to the product of (x) the Book-Up Target and (y) the number of such Partner’s applicable Class P Common Units, allocated among such Partners in proportion to the amount required to be allocated to each such Partner under this Section 6.1(c)(ii); provided that allocations of Liquidating Gains pursuant to this Section 6.1(c)(ii) shall be made only to the extent that the Fair Market Value of the Partnership has appreciated above the Threshold Value of the applicable Class P Common Units. The allocations set forth in this Section 6.1(c)(ii) shall be taken into account for determining the Capital Account of each Partner. (iii) Third, to the Partners holding Class D Common Units, on a series by series basis in chronological order of issuance (first to the earliest such series), until the Economic Capital Account Balance of each such Partner, to the extent attributable to such Partner’s ownership of such Class D Common Units, is equal to the product of (x) the Book-Up Target and (y) the number of such Partner’s applicable Class D Common Units, allocated among such Partners in proportion to the amount required to be allocated to each such Partner under this Section 6.1(c)(iii); provided that allocations of Liquidating Gains pursuant to this Section 6.1(c)(iii) shall be made only to the extent that the Fair Market Value of the Partnership has appreciated above the Threshold Value of the applicable Class D Common Units. The allocations set forth in this Section 6.1(c)(iii) shall be taken into account for determining the Capital Account of each Partner. (iv) Fourth, unless determined otherwise by the General Partner in its sole and absolute discretion, to the Partners holding PSIs, on a series by series basis in chronological order of issuance (first to the earliest such series), until the Economic Capital Account Balance of each such Partner, to the extent attributable to such Partner’s ownership of such PSIs, is equal to the product of (x) the Book-Up Target and (y) the number of such Partner’s applicable PSIs, allocated among such Partners in proportion to the amount required to be allocated to each such Partner under this Section 6.1(c)(iv); provided that allocations of Liquidating Gains pursuant to this Section 6.1(c)(iv) shall be made only to the extent that the Fair Market Value of the Partnership has appreciated above the Threshold Value of the applicable PSIs. The allocations set forth in this Section 6.1(c)(iv) shall be taken into account for determining the Capital Account of each Partner.