Common use of Allocations of Net Income and Net Loss Clause in Contracts

Allocations of Net Income and Net Loss. Except as otherwise provided in this Agreement, after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership, without duplication, shall be allocated among the Partners as follows: (i) first, if the Partnership has Net Income for any taxable year or portion thereof, such Net Income shall be allocated to the Partners holding Series A Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units to the extent of and until such Partners have received allocations of Net Income equal to the aggregate amount of distributions made to such Partners pursuant to Section 5.02(a)(i); and (ii) thereafter, to the Partners holding OP Units, Manager’s Units and/or Class B Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units and/or Class B Units; provided, that for the avoidance of doubt, Net Loss, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first to the Partners holding OP Units, Manager’s Units and/or Class B Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units and/or Class B Units until each such Partner’s Capital Accounts with respect to their OP Units, Manager’s Units and/or Class B Units has been reduced to zero, but not below zero (provided, further, that if the Capital Account of one or more such Partner, but not all such Partners, has been reduced to zero, any remaining Net Loss, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Partners holding OP Units, Manager’s Units and/or Class B Units in the same manner as in this Section 5.01(a)(ii)(A) until the Capital Account of all such Partners with respect to such OP Units, Manager’s Units and/or Class B Units has been reduced to zero) (B) then to the Partners holding Series A Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units until the Capital Accounts of such Partners with respect to their Series A Preferred Units and/or Series B Preferred Units has been reduced to zero, and (C) thereafter to the General Partner.

Allocations of Net Income and Net Loss. Except as otherwise provided in this AgreementAgreement and subject to Sections 12.02(b) and 13.01(c)(iii), after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership, without duplication, shall be allocated among the Partners as follows: (i) first, if the Partnership has Net Income for any taxable year or portion thereof, such Net Income shall be allocated to the Partners holding Series A Preferred OP Units, Class B Units and/or Series B Preferred LTIP Units pro rata and pari passu in proportion to their relative number of Partnership Units to the extent of and until such Partners have received allocations of Net Income equal in proportion to the aggregate amount distribution of distributions made Cash Available for Distribution to such Partners pursuant with respect to their OP Units, Class B Units and/or LTIP Units in accordance with Section 5.02(a)(i); (ii) second, to the Partners holding LTIP Units pro rata to the extent of and in proportion to the distribution of Cash Available for Distribution to such Partners with respect to their LTIP Units in accordance with Section 5.02(a)(ii); and (iiiii) thereafter, to the Partners holding OP Units, Manager’s Class B Units and/or Class B LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Class B Units and/or Class B LTIP Units; provided, that for the avoidance of doubt, Net Loss, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first to the Partners holding OP Units, Manager’s Class B Units and/or Class B LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Class B Units and/or LTIP Units until such Partners have received cumulative allocations of Net Loss equal to the cumulative amount of Net Income allocated to them pursuant to this Section 5.01(a)(iii), (B) then to the Partners holding LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(ii), (C) then to the Partners holding OP Units, Class B Units and/or LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(i), (D) then to the Partners holding OP Units, Class B Units and/or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units and/or LTIP Units until each such Partner’s Capital Accounts Account with respect to their OP Units, Manager’s Class B Units and/or Class B LTIP Units has been reduced to zero, but not below zero (provided, further, that if the Capital Account of one or more such PartnerPartners, but not all such Partners, has been reduced to zero, any remaining Net Loss, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Partners holding OP Units, Manager’s Class B Units and/or Class B LTIP Units in the same manner as in this Section 5.01(a)(ii)(A5.01(a)(iii)(D) until the Capital Account of all such Partners with respect to such OP Units, Manager’s Class B Units and/or Class B LTIP Units has been reduced to zero) (B) then to the Partners holding Series A Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units until the Capital Accounts of such Partners with respect to their Series A Preferred Units and/or Series B Preferred Units has been reduced to zero), and (CE) thereafter to the General Partner.

Allocations of Net Income and Net Loss. Except as otherwise provided in this AgreementAgreement and subject to Sections 12.02(b) and 13.01(c)(iii), after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership, without duplication, shall be allocated among the Partners as follows: (i) first, if the Partnership has Net Income for any taxable year or portion thereof, such Net Income shall be allocated to the Partners holding Series A Preferred OP Units, Class B Units and/or Series B Preferred or LTIP Units pro rata and pari passu in proportion to their relative number of Partnership Units to the extent of and until such Partners have received allocations of Net Income equal in proportion to the aggregate amount distribution of distributions made Cash Available for Distribution to such Partners pursuant with respect to their OP Units, Class B Units or LTIP Units in accordance with Section 5.02(a)(i); (ii) second, to the Partners holding LTIP Units pro rata to the extent of and in proportion to the distribution of Cash Available for Distribution to such Partners with respect to their LTIP Units in accordance with Section 5.02(a)(ii); and (iiiii) thereafter, to the Partners holding OP Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units and/or Class B Units or LTIP Units; provided, that for the avoidance of doubt, Net Loss, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first to the Partners holding OP Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units and/or Class B Units or LTIP Units until such Partners have received cumulative allocations of Net Loss equal to the cumulative amount of Net Income allocated to them pursuant to this Section 5.01(a)(iii), (B) then to the Partners holding LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(ii), (C) then to the Partners holding OP Units, Class B Units or LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(i), (D) then to the Partners holding OP Units, Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or LTIP Units until each such Partner’s Capital Accounts Account with respect to their OP Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero, but not below zero (provided, further, that if the Capital Account of one or more such PartnerPartners, but not all such Partners, has been reduced to zero, any remaining Net Loss, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Partners holding OP Units, Manager’s Units and/or Class B Units or LTIP Units in the same manner as in this Section 5.01(a)(ii)(A5.01(a)(iii)(D) until the Capital Account of all such Partners with respect to such OP Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero) (B) then to the Partners holding Series A Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units until the Capital Accounts of such Partners with respect to their Series A Preferred Units and/or Series B Preferred Units has been reduced to zero), and (CE) thereafter to the General Partner.

Allocations of Net Income and Net Loss. Except as otherwise provided in this AgreementAgreement and subject to Sections 12.02(b) and 13.01(c)(iii), after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership, without duplication, shall be allocated among the Partners as follows: (i) first, if the Partnership has Net Income for any taxable year or portion thereof, such Net Income shall be allocated to the Partners holding General Partner in respect of the Series A Preferred Units and/or Units, and Series B C Preferred Units until it has been allocated Net Income equal to the excess of (A) the cumulative amount of distributions of Cash Available for Distribution the General Partner has received for all prior taxable years or portions thereof with respect to the Series A Preferred Units, and Series C Preferred Units, over (B) the cumulative Net Income allocated to the General Partner, pursuant to this Section 5.01(a)(i) for all prior taxable years or portions thereof; (ii) second, to the Partners holding Class A Units, Class B Units or LTIP Units, pro rata and pari passu in proportion to their relative number of Partnership Units to the extent of and until such Partners have received allocations of Net Income equal in proportion to the aggregate amount distribution of distributions made Cash Available for Distribution to such Partners pursuant with respect to their Class A Units, Class B Units or LTIP Units in accordance with this Section 5.02(a)(i5.02(a)(ii); (iii) third, to the Partners holding LTIP Units pro rata to the extent of and in proportion to the distribution of Cash Available for Distribution to such Partners with respect to their Vested LTIP Units in accordance with this Section 5.02(a)(iii); and (iiiv) thereafter, to the Partners holding OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units; provided, that for the avoidance of doubt, Net Loss, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first to the Partners holding OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units until such Partners have received cumulative allocations of Net Loss equal to the cumulative amount of Net Income allocated to them pursuant to this Section 5.01(a)(iv), (B) then to the Partners holding LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(iii), (C) then to the Partners holding Class A Units, Class B Units or LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(ii), (D) then to the Partners holding Class A Units, Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such Class A Units, Class B Units or LTIP Units until each such Partner’s Capital Accounts Account with respect to their OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero, but not below zero (provided, further, that if the Capital Account of one or more such PartnerPartners, but not all such Partners, has been reduced to zero, any remaining Net Loss, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Partners holding OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units in the same manner as in this Section 5.01(a)(ii)(A5.01(a)(iv)(D) until the Capital Account of all such Partners with respect to such OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero) ), (BE) then to the Partners holding General Partner in respect of its Series A Preferred Units and/or Units, , and Series B C Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units until the Capital Accounts Account of such Partners the General Partner with respect to their its Series A Preferred Units and/or Units, and Series B C Preferred Units has been reduced to zero, and (CF) thereafter to the General Partner.

Allocations of Net Income and Net Loss. Except as otherwise provided in this AgreementAgreement and subject to Sections 12.02(b) and 13.01(c)(iii), after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership, without duplication, shall be allocated among the Partners as follows: (i) first, if the Partnership has Net Income for any taxable year or portion thereof, such Net Income shall be allocated to the Partners holding Series Class A Preferred Units, Class B Units and/or Series B Preferred or LTIP Units pro rata and pari passu in proportion to their relative number of Partnership Units to the extent of and until such Partners have received allocations of Net Income equal in proportion to the aggregate amount distribution of distributions made Cash Available for Distribution to such Partners pursuant with respect to their Class A Units, Class B Units or LTIP Units in accordance with Section 5.02(a)(i); (ii) second, to the Partners holding LTIP Units pro rata to the extent of and in proportion to the distribution of Cash Available for Distribution to such Partners with respect to their Vested LTIP Units in accordance with Section 5.02(a)(ii); and (iiiii) thereafter, to the Partners holding OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units; provided, that for the avoidance of doubt, Net Loss, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first to the Partners holding OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units until such Partners have received cumulative allocations of Net Loss equal to the cumulative amount of Net Income allocated to them pursuant to this Section 5.01(a)(iii), (B) then to the Partners holding LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(ii), (C) then to the Partners holding Class A Units, Class B Units or LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(i), (D) then to the Partners holding Class A Units, Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such Class A Units, Class B Units or LTIP Units until each such Partner’s Capital Accounts Account with respect to their OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero, but not below zero (provided, further, that if the Capital Account of one or more such PartnerPartners, but not all such Partners, has been reduced to zero, any remaining Net Loss, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Partners holding OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units in the same manner as in this Section 5.01(a)(ii)(A5.01(a)(iii)(D) until the Capital Account of all such Partners with respect to such OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero) (B) then to the Partners holding Series A Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units until the Capital Accounts of such Partners with respect to their Series A Preferred Units and/or Series B Preferred Units has been reduced to zero), and (CE) thereafter to the General Partner.

Allocations of Net Income and Net Loss. Except as otherwise provided in this AgreementAgreement and subject to Sections 12.02(b) and 13.01(c)(iii), after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership, without duplication, shall be allocated among the Partners as follows: (i) first, if the Partnership has Net Income for any taxable year or portion thereof, such Net Income shall be allocated to the Partners holding Series A C Preferred Units, Series D Preferred Units and/or Series B F Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units accrued and unpaid Series C Preferred Return, Series D Preferred Return and/or Series F Preferred Return to the extent of and until such Partners have received allocations of Net Income equal to the aggregate amount of distributions made to such Partners pursuant to Section 5.02(a)(i); (ii) second, to the Partners holding OP Units, Class B Units and/or LTIP Units pro rata and pari passu to the extent of and in proportion to the distribution of Cash Available for Distribution to such Partners with respect to their OP Units, Class B Units and/or LTIP Units in accordance with Sections 5.02(a)(ii) and 13.01(a)(ii); and (iiiii) thereafter, to the Partners holding OP Units, Manager’s Class B Units and/or Class B LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Class B Units and/or Class B LTIP Units; provided, that for the avoidance of doubt, Net Loss, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first to the Partners holding OP Units, Manager’s Class B Units and/or Class B LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Class B Units and/or LTIP Units until such Partners have received cumulative allocations of Net Loss equal to the cumulative amount of Net Income allocated to them pursuant to this Section 5.01(a)(iii), (B) then to the Partners holding OP Units, Class B Units and/or LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.10(a)(ii), (C) then to the Partners holding OP Units, Class B Units and/or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units and/or LTIP Units until each such Partner’s Capital Accounts Account with respect to their OP Units, Manager’s Class B Units and/or Class B LTIP Units has been reduced to zero, but not below zero (provided, further, that if the Capital Account of one or more such PartnerPartners, but not all such Partners, has been reduced to zero, any remaining Net Loss, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Partners holding OP Units, Manager’s Class B Units and/or Class B LTIP Units in the same manner as in this Section 5.01(a)(ii)(A) until the Capital Account of all such Partners with respect to such OP Units, Manager’s Class B Units and/or Class B LTIP Units has been reduced to zero) ), (BD) then to the Partners holding Series A C Preferred Units, Series D Preferred Units and/or Series B F Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units aggregate unpaid Series C Liquidation Preference, Series D Liquidation Preference and/or Series F Liquidation Preference until the Capital Accounts of such Partners with respect to their Series A C Preferred Units, Series D Preferred Units and/or Series B F Preferred Units has been reduced to zero, and (CE) thereafter to the General Partner.

Allocations of Net Income and Net Loss. Except as otherwise provided in this AgreementAgreement and subject to Sections 15.02(b) and 16.01(c)(iii), after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership, without duplication, shall be allocated among the Partners as follows: (i) first, if the Partnership has Net Income for any taxable year or portion thereof, such Net Income shall be allocated to the Partners holding Series A Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units accrued and unpaid Series A Preferred Return and/or Series B Preferred Return to the extent of and until such Partners have received allocations of Net Income equal to the aggregate amount of distributions made to such Partners pursuant to Section 5.02(a)(i); (ii) second, to the Partners holding OP Units, Manager’s Units, Class B Units and/or LTIP Units pro rata and pari passu to the extent of and in proportion to the distribution of Cash Available for Distribution to such Partners with respect to their OP Units, Manager’s Units, Class B Units and/or LTIP Units in accordance with Sections 5.02(a)(ii), 12.03(a) and 16.01(a)(ii); and (iiiii) thereafter, to the Partners holding OP Units, Manager’s Units, Class B Units and/or Class B LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units, Class B Units and/or Class B LTIP Units; provided, that for the avoidance of doubt, Net Loss, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first to the Partners holding OP Units, Manager’s Units, Class B Units and/or Class B LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units, Class B Units and/or LTIP Units until such Partners have received cumulative allocations of Net Loss equal to the cumulative amount of Net Income allocated to them pursuant to this Section 5.01(a)(iii), (B) then to the Partners holding OP Units, Manager’s Units, Class B Units and/or LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.10(a)(ii), (C) then to the Partners holding OP Units, Manager’s Units, Class B Units and/or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units, Class B Units and/or LTIP Units until each such Partner’s Capital Accounts Account with respect to their OP Units, Manager’s Units, Class B Units and/or Class B LTIP Units has been reduced to zero, but not below zero (provided, further, that if the Capital Account of one or more such PartnerPartners, but not all such Partners, has been reduced to zero, any remaining Net Loss, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Partners holding OP Units, Manager’s Units, Class B Units and/or Class B LTIP Units in the same manner as in this Section 5.01(a)(ii)(A) until the Capital Account of all such Partners with respect to such OP Units, Manager’s Units, Class B Units and/or Class B LTIP Units has been reduced to zero) ), (BD) then to the Partners holding Series A Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units aggregate unpaid Series A Liquidation Preference and/or Series B Liquidation Preference until the Capital Accounts of such Partners with respect to their Series A Preferred Units and/or Series B Preferred Units has been reduced to zero, and (CE) thereafter to the General Partner.

Allocations of Net Income and Net Loss. Except as otherwise provided in this AgreementAgreement and subject to Sections 12.02(b) and 13.01(c)(iii), after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership, without duplication, shall be allocated among the Partners as follows: (i) first, if the Partnership has Net Income for any taxable year or portion thereof, such Net Income shall be allocated to the Partners holding General Partner in respect of the Series A Preferred Units and/or until it has been allocated Net Income equal to the excess of (A) the cumulative amount of distributions of Cash Available for Distribution the General Partner has received for all prior taxable years or portions thereof with respect to the Series A Preferred Units, over (B) the cumulative Net Income allocated to the General Partner, pursuant to this Section 5.01(a)(i) for all prior taxable years or portions thereof; (ii) second, to the Partners holding Class A Units, Class B Preferred Units or LTIP Units pro rata and pari passu in proportion to their relative number of Partnership Units to the extent of and until such Partners have received allocations of Net Income equal in proportion to the aggregate amount distribution of distributions made Cash Available for Distribution to such Partners pursuant with respect to their Class A Units, Class B Units or LTIP Units in accordance with Section 5.02(a)(i); (iii) third, to the Partners holding LTIP Units pro rata to the extent of and in proportion to the distribution of Cash Available for Distribution to such Partners with respect to their Vested LTIP Units in accordance with Section 5.02(a)(ii); and (iiiv) thereafter, to the Partners holding OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units; provided, that for the avoidance of doubt, Net Loss, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first to the Partners holding OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units until such Partners have received cumulative allocations of Net Loss equal to the cumulative amount of Net Income allocated to them pursuant to this Section 5.01(a)(iv), (B) then to the Partners holding LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(iii), (C) then to the Partners holding Class A Units, Class B Units or LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(ii), (D) then to the Partners holding Class A Units, Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such Class A Units, Class B Units or LTIP Units until each such Partner’s Capital Accounts Account with respect to their OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero, but not below zero (provided, further, that if the Capital Account of one or more such PartnerPartners, but not all such Partners, has been reduced to zero, any remaining Net Loss, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Partners holding OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units in the same manner as in this Section 5.01(a)(ii)(A5.01(a)(iii)(D) until the Capital Account of all such Partners with respect to such OP Class A Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero) ), (BE) then to the Partners holding General Partner in respect of its Series A Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units until the Capital Accounts Account of such Partners the General Partner with respect to their its Series A Preferred Units and/or Series B Preferred Units has been reduced to zero, and (CF) thereafter to the General Partner.

Allocations of Net Income and Net Loss. Except as otherwise provided in this AgreementAgreement and subject to Sections 12.02(b) and 13.01(c)(iii), after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership, without duplication, shall be allocated among the Partners as follows: (i) first, if the Partnership has Net Income for any taxable year or portion thereof, such Net Income shall be allocated to the Partners holding General Partner in respect of the Series A Preferred Units and/or and Series B Preferred Units until it has been allocated Net Income equal to the excess of (A) the cumulative amount of distributions of Cash Available for Distribution the General Partner has received for all prior taxable years or portions thereof with respect to the Series A Preferred Units and Series B Preferred Units, over (B) the cumulative Net Income allocated to the General Partner, pursuant to this Section 5.01(a)(i) for all prior taxable years or portions thereof; (ii) second, to the Partners holding OP Units, Class B Units or LTIP Units pro rata and pari passu in proportion to their relative number of Partnership Units to the extent of and until such Partners have received allocations of Net Income equal in proportion to the aggregate amount distribution of distributions made Cash Available for Distribution to such Partners pursuant with respect to their OP Units, Class B Units or LTIP Units in accordance with Section 5.02(a)(i); (iii) third, to the Partners holding LTIP Units pro rata to the extent of and in proportion to the distribution of Cash Available for Distribution to such Partners with respect to their LTIP Units in accordance with Section 5.02(a)(ii); and (iiiv) thereafter, to the Partners holding OP Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units and/or Class B Units or LTIP Units; provided, that for the avoidance of doubt, Net Loss, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first to the Partners holding OP Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units and/or Class B Units or LTIP Units until such Partners have received cumulative allocations of Net Loss equal to the cumulative amount of Net Income allocated to them pursuant to this Section 5.01(a)(iv), (B) then to the Partners holding LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(iii), (C) then to the Partners holding OP Units, Class B Units or LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(ii), (D) then to the Partners holding OP Units, Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or LTIP Units until each such Partner’s Capital Accounts Account with respect to their OP Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero, but not below zero (provided, further, that if the Capital Account of one or more such PartnerPartners, but not all such Partners, has been reduced to zero, any remaining Net Loss, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Partners holding OP Units, Manager’s Units and/or Class B Units or LTIP Units in the same manner as in this Section 5.01(a)(ii)(A5.01(a)(iii)(D) until the Capital Account of all such Partners with respect to such OP Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero) ), (BE) then to the Partners holding General Partner in respect of its Series A Preferred Units and/or and Series B Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units until the Capital Accounts Account of such Partners the General Partner with respect to their its Series A Preferred Units and/or and Series B Preferred Units has been reduced to zero, and (CF) thereafter to the General Partner.

Allocations of Net Income and Net Loss. Except as otherwise provided in this AgreementAgreement and subject to Sections 12.02(b) and 13.01(c)(iii), after giving effect to the special allocations in Sections 5.01(c) and 5.01(d), Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership, without duplication, shall be allocated among the Partners as follows: (i) first, if the Partnership has Net Income for any taxable year or portion thereof, such Net Income shall be allocated to the Partners holding General Partner in respect of the Series A Preferred Units and/or until it has been allocated Net Income equal to the excess of (A) the cumulative amount of distributions of Cash Available for Distribution the General Partner has received for all prior taxable years or portions thereof with respect to the Series A Preferred Units, over (B) the cumulative Net Income allocated to the General Partner, pursuant to this Section 5.01(a)(i) for all prior taxable years or portions thereof; (ii) second, to the Partners holding OP Units, Class B Preferred Units or LTIP Units pro rata and pari passu in proportion to their relative number of Partnership Units to the extent of and until such Partners have received allocations of Net Income equal in proportion to the aggregate amount distribution of distributions made Cash Available for Distribution to such Partners pursuant with respect to their OP Units, Class B Units or LTIP Units in accordance with Section 5.02(a)(i); (iii) third, to the Partners holding LTIP Units pro rata to the extent of and in proportion to the distribution of Cash Available for Distribution to such Partners with respect to their LTIP Units in accordance with Section 5.02(a)(ii); and (iiiv) thereafter, to the Partners holding OP Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units and/or Class B Units or LTIP Units; provided, that for the avoidance of doubt, Net Loss, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first to the Partners holding OP Units, Manager’s Units and/or Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Manager’s Units and/or Class B Units or LTIP Units until such Partners have received cumulative allocations of Net Loss equal to the cumulative amount of Net Income allocated to them pursuant to this Section 5.01(a)(iv), (B) then to the Partners holding LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(iii), (C) then to the Partners holding OP Units, Class B Units or LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Partners pursuant to Section 5.01(a)(ii), (D) then to the Partners holding OP Units, Class B Units or LTIP Units pro rata and pari passu in accordance with each such Partner’s respective Percentage Interest with respect to such OP Units, Class B Units or LTIP Units until each such Partner’s Capital Accounts Account with respect to their OP Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero, but not below zero (provided, further, that if the Capital Account of one or more such PartnerPartners, but not all such Partners, has been reduced to zero, any remaining Net Loss, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Partners holding OP Units, Manager’s Units and/or Class B Units or LTIP Units in the same manner as in this Section 5.01(a)(ii)(A5.01(a)(iii)(D) until the Capital Account of all such Partners with respect to such OP Units, Manager’s Units and/or Class B Units or LTIP Units has been reduced to zero) ), (BE) then to the Partners holding General Partner in respect of its Series A Preferred Units and/or Series B Preferred Units pro rata and pari passu in proportion to their relative number of Partnership Units until the Capital Accounts Account of such Partners the General Partner with respect to their its Series A Preferred Units and/or Series B Preferred Units has been reduced to zero, and (CF) thereafter to the General Partner.