Common use of General Partner Allocation Clause in Contracts

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: ____________________________________________ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇) ____________________________________________ (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. ▇▇▇▇▇, ▇▇▇▇▇ ▇. American Airlines Fixed Benefit Plan AMSTAR Capital Management Corporation AMSTAR Continental Plaza Limited Partnership AMSTAR Group, Ltd. APL General, Ltd. Autem, ▇▇▇▇▇▇ ▇. Bankers Trust Company ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ Trust Estate ▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇ Continental Plaza Ventures ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Trust ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1982 Trust ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇., III ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Hana Development, Inc. ▇▇▇▇▇▇, ▇▇. ▇▇▇▇, Ing. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ J. J.R. ▇▇▇▇▇▇▇▇, Inc. JFI, L.P. Joost 1991 Children's Trust Joost, ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. III ▇▇▇▇▇, W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1982 Trust ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Trust ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Mira Vista Investors, L.P. Mira Vista Partners ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Inc. ▇'▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇.▇.▇. ▇▇ Investors, Inc. Rainwater Investor Partners, Ltd. Rainwater RainAm Investors ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Retirement Plan of Aluminum Company of America Master Trusts ▇▇▇▇▇▇▇ ▇▇▇▇ Rainwater Trust Rosewood Real Estate Equities, Inc. Small, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. The Rosewood Corporation ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Ltd. Tower Holdings, Inc. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ 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").