General Partner Allocation. Notwithstanding any other provision in this Agreement, the interests (including limited partnership interests) of the General Partner in each material item of Partnership income, gain, loss, deduction or credit shall be equal to at least one percent (1%) of each such item at all times during the existence of the Partnership (except as otherwise required under Sections 704(b) or 704(c) or the special allocations provided for in Section 1 of this Exhibit C). EXHIBIT D NOTICE OF EXCHANGE The undersigned hereby irrevocably (i) exchanges ___________Partnership Units in Crescent Real Estate Equities Limited Partnership in accordance with the terms of the Third Amended and Restated Agreement of Limited Partnership Agreement of Crescent Real Estate Equities Limited Partnership and the Exchange Right referred to in Section 8.6 therein, (ii) surrenders such Partnership Units and all right, title and interest therein, and (iii) directs that the Cash Amount or the REIT Shares Amount, as the case may be, deliverable upon exercise of the Exchange Right be delivered to the address specified below, and, if REIT Shares are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents and warrants that (i) it has full power and authority to transfer all of its right, title and interest in such Partnership Units, (ii) such Partnership Units are free and clear of all Liens, and (iii) it will assume and pay any state or local transfer tax that may be payable as a result of the transfer of such Partnership Units. Dated:_____________________ Name of Limited Partner: ____________________________________________ Signature of Limited Partner: ____________________________________________ By:_________________________________________ Title:______________________________________ Address: ____________________________________________ (Xxxxxx Xxxxxxx) ____________________________________________ (City) (State) (Zip Code) Signature [Attested] [Witnessed] by: ____________________________________________ If REIT Shares are to be issued, issue to: Name: Address: Please insert social security or identifying number: EXHIBIT E LISTING OF APPROVED SUBSTITUTED LIMITED PARTNERS 777 Main Operating, Ltd. Xxxxx, Xxxxx X. American Airlines Fixed Benefit Plan AMSTAR Capital Management Corporation AMSTAR Continental Plaza Limited Partnership AMSTAR Group, Ltd. APL General, Ltd. Autem, Xxxxxx X. Bankers Trust Company Xxxxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxx, Xxxxxx X. Xxxxxxxx Xxxx Trust Estate Xxxxxxx, X. Xxxxxxx Continental Plaza Ventures Xxxxxxxx Xxxxxxxxx Xxxxxxxxx Trust Xxxxx, Xxxxx X. Xxxxx X. Xxxxxxxx 1982 Trust Xxxxxxxx, Xxxxx X., III Xxxxxxxx, Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxx, Xxxx X. Xxxxxxxxx, Xxxx X. Xxxxxxx, Xxxxxx X. Hana Development, Inc. Xxxxxx, Xx. Xxxx, Ing. Xxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxx J. J.R. Xxxxxxxx, Inc. JFI, L.P. Joost 1991 Children's Trust Joost, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. III Xxxxx, W. Xxxxxxx Xxxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx X. Xxxxxxxx 1982 Trust Xxxxxxx Xxxxx Xxxxxxxxx Trust Xxxxxxxx, Xxxxxx X. Mira Vista Investors, L.P. Mira Vista Partners Xxxxx, Xxxxxx X. Xxxx X. Xxxxxxxxx, Inc. X'Xxxxx, Xxxxxxxxxxx X. X.X.X. XX Investors, Inc. Rainwater Investor Partners, Ltd. Rainwater RainAm Investors Xxxxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Retirement Plan of Aluminum Company of America Master Trusts Xxxxxxx Xxxx Rainwater Trust Rosewood Real Estate Equities, Inc. Small, Xxxxxx X. Xxxxxxx, Xxxxxxx X. The Rosewood Corporation Xxxxxxxx XxxXxxxxx, Ltd. Tower Holdings, Inc. Xxxxxx, Xxxxxx X. Xxxxx, Xxxxxx C. FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, dated as of September 9, 2003, is entered into by Crescent Real Estate Equities, Ltd., a Delaware corporation, on its own behalf as sole general partner (the "General Partner") of Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the "Partnership"), and as attorney-in-fact for each of the existing limited partners (the "Limited Partners") of the Partnership pursuant to Sections 2.4 and 14.1.B of the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of January 2, 2003 (hereinafter referred to as the "Effective Agreement").
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Samples: Crescent Real Estate Equities Co, Crescent Real Estate Equities Co, Crescent Real Estate Equities Co
General Partner Allocation. Notwithstanding any other provision in this Agreement, the interests (including limited partnership interests) of the General Partner in each material item of Partnership income, gain, loss, deduction or credit shall be equal to at least one percent (1%) of each such item at all times during the existence of the Partnership (except as otherwise required under Sections 704(b) or 704(c) or the special allocations provided for in Section 1 of this Exhibit C). EXHIBIT D NOTICE OF EXCHANGE The undersigned hereby irrevocably (i) exchanges ___________Partnership Units in Crescent Real Estate Equities Limited Partnership in accordance with the terms of the Third Fourth Amended and Restated Agreement of Limited Partnership Agreement of Crescent Real Estate Equities Limited Partnership and the Exchange Right referred to in Section 8.6 therein, (ii) surrenders such Partnership Units and all right, title and interest therein, and (iii) directs that the Cash Amount or the REIT Shares Amount, as the case may be, deliverable upon exercise of the Exchange Right be delivered to the address specified below, and, if REIT Shares are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents and warrants that (i) it has full power and authority to transfer all of its right, title and interest in such Partnership Units, (ii) such Partnership Units are free and clear of all Liens, and (iii) it will assume and pay any state or local transfer tax that may be payable as a result of the transfer of such Partnership Units. Dated:_____________________ : Name of Limited Partner: ____________________________________________ Signature of Limited Partner: ____________________________________________ By:_________________________________________ : Title:______________________________________ : Address: ____________________________________________ (Xxxxxx XxxxxxxStreet Address) ____________________________________________ (City) (State) (Zip Code) Signature [Attested] [Witnessed] by: ____________________________________________ If REIT Shares are to be issued, issue to: Name: Address: Please insert social security or identifying number: EXHIBIT E LISTING OF APPROVED SUBSTITUTED LIMITED PARTNERS 777 Main Operating, Ltd. XxxxxAxxxx, Xxxxx X. American Airlines Fixed Benefit Plan AMSTAR Capital Management Corporation AMSTAR Continental Plaza Limited Partnership AMSTAR Group, Ltd. APL General, Ltd. Autem, Xxxxxx Jxxxxx X. Bankers Trust Company XxxxxxxxBxxxxxxx, Xxxxx X. R. Xxxxxx, Xxxxxx Sxxxxx X. Xxxx, Xxxxxx Gxxxxx X. Xxxxxxxx Cxxxxxxx Xxxx Trust Estate XxxxxxxCxxxxxx, X. J. Xxxxxxx Continental Plaza Ventures Xxxxxxxx Cxxxxxxx Xxxxxxxxx Xxxxxxxxx Trust XxxxxCxxxx, Xxxxx X. Xxxxx Dxxxx X. Xxxxxxxx 1982 Trust XxxxxxxxFxxxxxxx, Xxxxx X., III XxxxxxxxFxxxxxxx, Xxxx X. XxxxxxxxFxxxxxxx, Xxxxxx X. H. Xxxx, Xxxx Jxxx X. Xxxxxxxxx, Xxxx Nxxx X. Xxxxxxx, Xxxxxx Gxxxxx X. Hana Development, Inc. XxxxxxHxxxxx, XxDx. Xxxx, Ing. XxxxxxxxHxxxxxxx, Xxxxxxx X. L. Xxxxx, Xxxxxxx Kxxxxxx X. XxxxxxxIxxxxxx, Xxxx J. J.R. XxxxxxxxBxxxxxxx, Inc. JFI, L.P. Joost 1991 Children's ’s Trust Joost, Xxxxx Pxxxx X. Xxxxx, Xxxxxxx Wxxxxxx X. Xxxxx, Xxxxxx Txxxxx X. III XxxxxKxxxx, W. Xxxxxxx Wxxxxxx Xxxxxxxxx, Xxxxxx Hxxxxx X. Xxxxx, Xxxxxxx Mxxxxxx X. Xxxxx Mxxxx X. Xxxxxxxx 1982 Trust Xxxxxxx Xxxxx Mxxxxxx Jxxxx Xxxxxxxxx Trust XxxxxxxxMxxxxxxx, Xxxxxx X. Mira Vista Investors, L.P. Mira Vista Partners XxxxxMxxxx, Xxxxxx X. Xxxx Nxxx X. Xxxxxxxxx, Inc. X'XxxxxO’Xxxxx, Xxxxxxxxxxx X. J. X.X.X. XX Investors, Inc. Rainwater Investor Partners, Ltd. Rainwater RainAm Investors XxxxxxxxxRxxxxxxxx, Xxxxxxx X. XxxxxxxxxRxxxxxxxx, Xxxxxx X. Retirement Plan of Aluminum Company of America Master Trusts Xxxxxxx Rxxxxxx Xxxx Rainwater Trust Rosewood Real Estate Equities, Inc. Small, Xxxxxx Rxxxxx X. Xxxxxxx, Xxxxxxx Rxxxxxx X. The Rosewood Corporation Xxxxxxxx Txxxxxxx XxxXxxxxx, Ltd. Tower Holdings, Inc. XxxxxxWxxxxx, Xxxxxx X. L. Xxxxx, Xxxxxx C. FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, dated as of September 9, 2003, is entered into by Crescent Real Estate Equities, Ltd., a Delaware corporation, on its own behalf as sole general partner (the "General Partner") of Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the "Partnership"), and as attorney-in-fact for each of the existing limited partners (the "Limited Partners") of the Partnership pursuant to Sections 2.4 and 14.1.B of the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of January 2, 2003 (hereinafter referred to as the "Effective Agreement").Mxxxxx C.
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Samples: Crescent Real Estate Equities Co, Crescent Real Estate Equities Co
General Partner Allocation. Notwithstanding any other provision in this Agreement, the interests (including limited partnership interests) of the General Partner in each material item of Partnership income, gain, loss, deduction or credit shall be equal to at least one percent (1%) of each such item at all times during the existence of the Partnership (except as otherwise required under Sections 704(b) or 704(c) or the special allocations provided for in Section 1 of this Exhibit C). EXHIBIT D NOTICE OF EXCHANGE The undersigned hereby irrevocably (i) exchanges ___________Partnership Units in Crescent Real Estate Equities Limited Partnership in accordance with the terms of the Third Amended and Restated Agreement of Limited Partnership Agreement of Crescent Real Estate Equities Limited Partnership and the Exchange Right referred to in Section 8.6 therein, (ii) surrenders such Partnership Units and all right, title and interest therein, and (iii) directs that the Cash Amount or the REIT Shares Amount, as the case may be, deliverable upon exercise of the Exchange Right be delivered to the address specified below, and, if REIT Shares are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents and warrants that (i) it has full power and authority to transfer all of its right, title and interest in such Partnership Units, (ii) such Partnership Units are free and clear of all Liens, and (iii) it will assume and pay any state or local transfer tax that may be payable as a result of the transfer of such Partnership Units. Dated:_____________________ Name of Limited Partner: ____________________________________________ Signature of Limited Partner: ____________________________________________ By:_________________________________________ Title:______________________________________ Address: ____________________________________________ (Xxxxxx Xxxxxxx) ____________________________________________ (City) (State) (Zip Code) Signature [Attested] [Witnessed] by: ____________________________________________ If REIT Shares are to be issued, issue to: Name: Address: Please insert social security or identifying number: EXHIBIT E LISTING OF APPROVED SUBSTITUTED LIMITED PARTNERS 777 Main Operating, Ltd. Xxxxx, Xxxxx X. American Airlines Fixed Benefit Plan AMSTAR Capital Management Corporation AMSTAR Continental Plaza Limited Partnership AMSTAR Group, Ltd. APL General, Ltd. Autem, Xxxxxx X. Bankers Trust Company Xxxxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxx, Xxxxxx X. Xxxxxxxx Xxxx Trust Estate Xxxxxxx, X. Xxxxxxx Continental Plaza Ventures Xxxxxxxx Xxxxxxxxx Xxxxxxxxx Trust Xxxxx, Xxxxx X. Xxxxx X. Xxxxxxxx 1982 Trust Xxxxxxxx, Xxxxx X., III Xxxxxxxx, Xxxx X. Xxxxxxxx, Xxxxxx X. Xxxx, Xxxx X. Xxxxxxxxx, Xxxx X. Xxxxxxx, Xxxxxx X. Hana Development, Inc. Xxxxxx, Xx. Xxxx, Ing. Xxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx, Xxxx J. J.R. Xxxxxxxx, Inc. JFI, L.P. Joost 1991 Children's Trust Joost, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxx X. III Xxxxx, W. Xxxxxxx Xxxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx X. Xxxxxxxx 1982 Trust Xxxxxxx Xxxxx Xxxxxxxxx Trust Xxxxxxxx, Xxxxxx X. Mira Vista Investors, L.P. Mira Vista Partners Xxxxx, Xxxxxx X. Xxxx X. Xxxxxxxxx, Inc. X'Xxxxx, Xxxxxxxxxxx X. X.X.X. XX Investors, Inc. Rainwater Investor Partners, Ltd. Rainwater RainAm Investors Xxxxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Retirement Plan of Aluminum Company of America Master Trusts Xxxxxxx Xxxx Rainwater Trust Rosewood Real Estate Equities, Inc. Small, Xxxxxx X. Xxxxxxx, Xxxxxxx X. The Rosewood Corporation Xxxxxxxx XxxXxxxxx, Ltd. Tower Holdings, Inc. Xxxxxx, Xxxxxx X. Xxxxx, Xxxxxx C. FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, dated as of September 9, 2003, is entered into by Crescent Real Estate Equities, Ltd., a Delaware corporation, on its own behalf as sole general partner (the "General Partner") of Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership (the "Partnership"), and as attorney-in-fact for each of the existing limited partners (the "Limited Partners") of the Partnership pursuant to Sections 2.4 and 14.1.B of the Third Amended and Restated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership, dated as of January 2, 2003 (hereinafter referred to as the "Effective Agreement").C.
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Samples: Crescent Real Estate Equities Co
