Common use of Net Income Clause in Contracts

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (A) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative that Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(6) below exceeds the cumulative exceed Net Income previously allocated to the General Partner pursuant to this subparagraph clause (i)(A1); (B2) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Partner under subparagraph (ii)(ESection 6.1.B(5) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners pursuant to subparagraph (ii)(ESection 6.1.B(5) belowhereof); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D4) equals the cumulative Net Loss Losses allocated to such Partners under subparagraph (ii)(CSection 6.1.B(3); (E5) Fifthfifth, to the holders of any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (F6) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (A) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Dii)(E) below; (DB) FourthSecond, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(Di)(B) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(Cii)(D); (EC) FifthThird, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ei)(C), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (FD) Fourth, to the Class A Special Unit Holder, until the Class A Special Unit Holder has received an amount equal to the sum of the distributions received or to be received pursuant to Section 5.02; (E) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any a taxable period of the Partnership Year or other applicable period shall be allocated in the following order and priorityas follows: (Ai) First, 100% to the General Partner Partner, until the aggregate Net Income allocated pursuant to this sentence for the current taxable period of the Partnership and all previous taxable periods of the Partnership is equal to the extent the cumulative aggregate Net Loss allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1(b)(i) below exceeds for all previous taxable periods of the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A);Partnership. (Bii) Second, to each DRO Partner all Unitholders holding Series B Preferred Units, in proportion to, and to the extent of the Net Loss allocated to such Unitholders holding Series B Preferred Units pursuant to Section 6.1(b)(iii) for all previous taxable periods, until the cumulative aggregate amount of Net Income allocated to such DRO Partner Unitholders holding Series B Preferred Units pursuant to this subparagraph (i)(BSection 6.1(a)(ii) equals for the cumulative current and all previous taxable periods is equal to the aggregate amount of Net Loss allocated to such DRO Partner under subparagraph (ii)(EUnitholder holding Series B Preferred Units pursuant to Section 6.1(b)(iii) below (and, among the DRO Partners, pro rata for all previous taxable periods; provided that in proportion to their respective percentages of the cumulative no event shall Net Loss Income be allocated to all DRO Partners pursuant any such Unitholder holding Series B Preferred Units to subparagraph (ii)(E) below);cause its Capital Account in respect of a Series B Preferred Unit to exceed the Series B Liquidation Value in respect of such Series B Preferred Units. (Ciii) Third, to the General Partner until the cumulative Net Income allocated all Unitholders holding Series C Preferred Units, in proportion to, and to the General Partner pursuant to this subparagraph (i)(C) equals extent of the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C);Unitholders holding Series C Preferred Units pursuant to Section 6.1(b)(ii) for all previous taxable periods, until the aggregate amount of Net Income allocated to such Unitholders holding Series C Preferred Units pursuant to this Section 6.1(a)(iii) for the current and all previous taxable periods is equal to the aggregate amount of Net Loss allocated to such Unitholder holding Series C Preferred Units pursuant to Section 6.1(b)(ii) for all previous taxable periods; provided that in no event shall Net Income be allocated to any such Unitholder holding Series C Preferred Units to cause its Capital Account in respect of a Series C Preferred Unit to exceed the Series C Base Liquidation Preference in respect of such Series C Preferred Units. (Eiv) FifthThereafter, 100% to the holders of any Partnership Units that are entitled to any preference in distribution General Partner and the Unitholders holding Common Units, in accordance with the rights their respective Percentage Interests. The items of any other class of Partnership Units until each such Partnership Unit has been allocatedincome, on a cumulative basis pursuant to this subparagraph (i)(E)gain, loss and deduction that are included in Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as for a taxable period of the last day of Partnership shall be allocated in the ratio in which Net Income for such taxable period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)allocated.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent until the cumulative Net Loss Income allocated under this clause (1) equals the cumulative Net Losses allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aunder Section 6.1.B(6); (B2) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Partner under subparagraph Section 6.1.B(5) (ii)(E) below (and, and among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners pursuant to subparagraph (ii)(E) belowSection 6.1.B(5)); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (4) equals the cumulative Net Losses allocated to such Partners under Section 6.1.B(3); (5) fifth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (F6) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinin Sections 6.2.E, 6.2.F and 6.3, Net Income (or in the case of clause (iv) or (vi) below, Adjusted Net Income) for any Partnership Year or other applicable period shall be allocated in the following manner and order and of priority: (Ai) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(Fv) below exceeds in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)i) for all prior Partnership Years; (Bii) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (iv) in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(Bii) equals for all prior Partnership Years; (iii) Third, 100% to the cumulative Net Loss allocated Holders of Series A Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(E) below (andthe remainder, among the DRO Partnersif any, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(Eiii) below); (C) Third, to the General Partner until in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holders pursuant to this subparagraph clause (i)(Ciii) equals for all prior Partnership Years; (iv) Fourth, 100% of the Adjusted Net Income (or Net Income to the extent there is insufficient Adjusted Net Income) to the Holders of Series A Preferred Units in an amount equal to the excess of the cumulative Series A Priority Return to the last day of the current Partnership Year or to the date of redemption or conversion, to the extent Series A Preferred Units are redeemed or converted during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for all prior Partnership Years; (v) Fifth, 100% to the Holders of Series B Preferred Units in an amount equal to the remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner such Holder pursuant to subparagraph clause (ii)(Dii) below; (D) Fourth, to the holders of any in Section 6.2.C for all prior Partnership Interests that are entitled to any preference in distribution upon liquidation until Years minus the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph Holders pursuant to this clause (ii)(C)v) for all prior Partnership Years; (Evi) FifthSixth, any remaining Adjusted Net Income (or Net Income to the holders extent there is insufficient Adjusted Net Income) to the Holders of any Partnership Series B Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to the amount excess of distributions received which are attributable the cumulative Series B Priority Return to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Partnership Year or to the date of redemption, to the extent Series B Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (vi) for which such allocation is made)all prior Partnership Years; and (Fvii) ThereafterSeventh, with respect 100% to Partnership the Holders of Common Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with their respective Percentage Interests in the terms Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.B are not sufficient to entirely satisfy the allocation set forth in such class (andparagraph, within such class, pro rata allocation shall be made in proportion to the respective Percentage Interests as of the last day of the period for which total amount that would have been allocated pursuant to such allocation is being made)paragraph without regard to such shortfall.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year taxable year (or other applicable period portion thereof) shall be allocated allocated, after giving effect to the special allocations set forth in the following order and prioritySection 6.2 below, as follows: (Ai) First, one hundred percent (100%) to the General Partner in an amount equal to the extent excess, if any, of (A) the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph the last sentence of Section 6.1(b) and Section 6.1(b)(iv) for all prior fiscal years, over (ii)(FB) below exceeds the cumulative Net Income allocated pursuant to this Section 6.1(a)(i) for all prior fiscal years; (ii) Second, one hundred percent (100%) to the Series A Preferred Partners in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to the Series A Preferred Partners pursuant to Section 6.1(b)(ii) and Section 6.1(b)(viii) of the Third Amended Agreement for all prior fiscal years, over (B) the cumulative Net Income allocated pursuant to this Section 6.1(a)(ii) and Section 6.1(a)(ii) of the Third Amended Agreement (including any amounts allocated pursuant to Section 6.2(g) of the Third Amended Agreement which were attributable to Section 6.1(a)(ii) of the Third Amended Agreement) for all prior fiscal years; (iii) Third, one hundred percent (100%) to the holders of the Common Units in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to such Partners for all prior fiscal years pursuant to Section 6.1(b)(iii) over (B) the cumulative Net Income allocated pursuant to this Section 6.1(a)(iii) for all prior fiscal years; (iv) Fourth, one hundred percent (100%) to the Series A Preferred Partners until the Series A Preferred Partners have been allocated an amount equal to the excess of the cumulative Series A Priority Return through the last day of the current fiscal year (determined without reduction for distributions made to date in satisfaction thereof) over the cumulative Net Income allocated to the General Partner Series A Preferred Partners pursuant to this subparagraph Section 6.1(a)(iii), and Section 6.1(a)(v) of the Third Amended Agreement (i)(A);including any amounts allocated pursuant to Section 6.2(g) of the Third Amended Agreement which were attributable to Section 6.1(a)(v) of the Third Amended Agreement) for all prior periods; and (Bv) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) FourthThereafter, to the holders of the Common Units and the General Partner and any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the other holders of any Partnership Units that are entitled to any preference in distribution General Partner Units, pro rata in accordance with the rights relative number of any other class Units held by each; provided, however, if the General Partner holds Units that mirror outstanding shares of Partnership Units until each special common stock and such Partnership Unit has been allocated, shares of special common stock bear a quarterly dividend per share that is different from the cash dividend on a cumulative basis pursuant to this subparagraph (i)(E)share of Common Stock, allocations of Net Income equal under this Section 6.1(a)(v) shall be adjusted as appropriate to allocate amounts to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, General Partner with respect to Partnership such Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with mirror the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)different quarterly dividend per share.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds until the cumulative Net Income allocated to under this clause (1) equals the cumulative Net Losses allocated the General Partner pursuant to this subparagraph (i)(Aunder Section 6.1.B(6); (B2) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Partner under subparagraph Section 6.1.B(5) (ii)(E) below (and, and among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners pursuant to subparagraph (ii)(ESection 6.1.B(5) belowhereof); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D4) equals the cumulative Net Loss Losses allocated to such Partners under subparagraph (ii)(CSection 6.1.B(3); (E5) Fifthfifth, to the holders of any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (F6) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) Firstfirst, to the General Partner to the extent the cumulative that Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(iii) below exceeds the cumulative exceed Net Income previously allocated to the General Partner pursuant to this subparagraph clause (i)(A); i) of Section 6.1.A; (Bii) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Thirdsecond, to the General Partner until and the cumulative Limited Partners, in proportion to the amount of Net Losses allocated to each such Partner pursuant to Section 6.1.B(ii), to the extent Net Losses previously allocated to each such Partner pursuant to such Section 6.1.B(ii) exceed Net Income previously allocated to each such Partner pursuant to this Section 6.1.A(ii); (iii) third, to the General Partner and the Limited Partners, in proportion to the amount of Net Losses allocated to each such Partner pursuant to Section 6.1.B(i), to the extent Net Losses previously allocated to such Partner pursuant to Section 6.1.B(i) exceed Net Income previously allocated to each such Partner pursuant to this subparagraph Section 6.1.A(iii); (i)(Civ) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifthdistributions, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests, until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(ESection 6.1.A(iv), Net Income equal to the amount of distributions received which are attributable to the preference of such class of or Partnership Unit Interest (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference Interest in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (v) fifth, with respect to Partnership Interests that are not entitled to any preference in distributions, pro rata to each such class in accordance with the terms of such class as set forth in this Agreement (and, within such class, pro rata in proportion to the respective Percentage Interest in such class as of the last day of the period for such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 6.2 below, Net Income for any Partnership Year or other applicable period shall be allocated in as follows (and for this purpose, the following order and priority:holders of Class A Units shall be treated as if they were Original Limited Partners): (Ai) First, one hundred percent (100%) to the General Partner in an amount equal to the extent excess, if any, of (A) the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph Section 6.1(b)(ix) and the last sentence of Section 6.1(b) for all prior fiscal years, over (ii)(FB) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A)Section 6.1(a)(i) for all prior fiscal years; (Bii) Second, one hundred percent (100%) to each DRO Partner until the holders of Parity Preferred Units in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to the holders of Parity Preferred Units pursuant to Section 6.1(b)(viii) for all prior fiscal years, over (B) the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph Section 6.1(a)(ii), including any amounts allocated pursuant to Section 6.2(g) which were attributable to this Section 6.1(a)(ii), for all prior fiscal years; (i)(Biii) equals Third, one hundred percent (100%) to the Original Limited Partners in an amount equal to the excess, if any, of (A) the cumulative Net Loss Losses allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph Section 6.1(b)(iv) for all prior fiscal years, over (ii)(EB) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph Section 6.1(a)(iii) for all prior fiscal years, which amount shall be allocated among such Partners in the same proportions and in the reverse order as the Net Losses were allocated pursuant to Section 6.1(b)(iv); (i)(Civ) equals Fourth, one hundred percent (100%) to the Original Limited Partners in an amount equal to the excess, if any, of (A) the cumulative Net Loss Losses allocated to the General Partner such Partners pursuant to subparagraph Section 6.1(b)(iii) for all prior fiscal years, over (ii)(DB) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(ESection 6.1(a)(iv) for all prior fiscal years, which amount shall be allocated among such Partners in the same proportions and in the reverse order as the Net Losses were allocated pursuant to Section 6.1(b)(iii), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).;

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (A1) First, to the General Partner each Member holding Common Units in proportion to, and to the extent of, the excess of (i) the cumulative amount of Net Loss allocated with respect to the General Partner such Common Units pursuant to subparagraph paragraph (ii)(Fb)(5) below exceeds for all prior periods over (ii) the cumulative amount of Net Income allocated with respect to the General Partner such Common Units pursuant to this subparagraph paragraph (i)(A)a)(1) for all prior periods; (B2) Second, to each DRO Partner Member holding Preferred Units until the cumulative Net Income allocated with respect to such DRO Partner each Preferred Unit pursuant to this subparagraph paragraph (i)(Ba)(2) for such period and all prior periods equals the cumulative Net Loss allocated with respect to each such Preferred Unit pursuant to paragraph (b)(4) below for all prior periods (such allocation to be among the Members holding Preferred Units in the reverse order that such Net Loss was allocated to them); (3) Third, to each Member holding Preferred Units in proportion to, and to the extent of, the excess of (i) the cumulative amount of accrued distributions with respect to such DRO Partner under subparagraph Preferred Units for such period and all prior periods (ii)(Ewhether or not declared or paid) below over (and, among ii) the DRO Partners, pro rata in proportion cumulative amount of Net Income allocated with respect to their respective percentages such Preferred Units pursuant to this paragraph (a)(3) for all prior periods (net of the cumulative Net Loss Loss, if any, allocated with respect to all DRO Partners such Preferred Units pursuant to subparagraph paragraph (ii)(Eb)(3) belowhereof for all prior periods); (C4) ThirdFourth, to the General Partner each Member holding Common Units until the cumulative Net Income allocated with respect to the General Partner each Common Unit pursuant to this subparagraph paragraph (i)(Ca)(4) for such period and all prior periods equals the cumulative Net Loss allocated with respect to the General Partner each such Common Unit pursuant to subparagraph paragraph (ii)(Db)(2) below; below for all prior, periods (D) Fourth, such allocation to be among the holders of any Partnership Interests Members holding Common Units in the reverse order that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative such Net Loss was allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is madethem); and (F5) Thereafter, with respect to Partnership the balance of the Net Income, if any, shall be allocated among the Members holding Common Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as number of the last day of the period for which such allocation is being made)Common Units held by them.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 6.1(d), Net Income for any Partnership Year or other applicable period each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable year shall be allocated in the following order and priorityas follows: (Ai) First, 100% to the General Partner in an amount equal to the extent the cumulative aggregate Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1(b)(iv) below exceeds for all previous taxable years until the cumulative aggregate Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (BSection 6.1(a)(i) Second, to each DRO Partner until for the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to current taxable year and all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, previous taxable years is equal to the General Partner until the cumulative aggregate Net Income Losses allocated to the General Partner pursuant to this subparagraph Section 6.1(b)(iv) for all previous taxable years; (i)(Cii) equals Second, to all Preferred Holders, in proportion to, and to the cumulative extent of the Net Loss allocated to such Preferred Holders pursuant to Section 6.1(b)(iii) for all previous taxable periods, until the aggregate amount of Net Income allocated to such Preferred Holders pursuant to this Section 6.1(a)(ii) for the current and all previous taxable periods is equal to the aggregate amount of Net Loss allocated to such Preferred Holders pursuant to Section 6.1(b)(iii) for all previous taxable periods; provided that in no event shall Net Income be allocated to any such Preferred Holder to cause its Capital Account in respect of a Preferred Unit to exceed the Stated Liquidation Preference for such Preferred Unit; (iii) Third, 2% to the General Partner in an amount equal to the aggregate Net Losses allocated to the General Partner pursuant to subparagraph (ii)(DSection 6.1(b)(ii) below; (D) Fourth, for all previous taxable years and 98% to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation Unitholders, until the cumulative aggregate Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income Section 6.1(a)(iii) for the current taxable year and all previous taxable years is equal to the amount of distributions received which are attributable aggregate Net Losses allocated to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion Partners pursuant to the respective Percentage Interests as of the last day of the period Section 6.1(b)(ii) for which such allocation is made)all previous taxable years; and (Fiv) ThereafterFourth, with respect the balance, if any, 2% to Partnership Units that are not entitled the General Partner and 98% to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class the Unitholders in accordance with the terms of such class (and, within such class, pro rata in proportion to the their respective Percentage Interests as of the last day of the period for which such allocation is being made)Interests.

Net Income. Except as otherwise provided hereinSubject to Section 4.6.C(iii), after giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement and any special allocations required to be made pursuant to Section 6.1.E, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative that Net Loss previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(5) below exceeds the cumulative Net Income previously allocated to the General Partner pursuant to this subparagraph clause (i)(A1); (B2) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Thirdsecond, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C2) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D3) Fourththird, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D3) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(CSection 6.1.B(3); (E4) Fifthfourth, to the holders of any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E4), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests, whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); (5) fifth, to the holders of any Partnership Interests that are not entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (5) equals the cumulative Net Loss allocated to such Partners under Section 6.1.B(2); and (F6) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 6.2 through Section 6.4 below, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (Ai) Firstfirst, to the General Partner to the extent the cumulative that Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1(b)(iii) below exceeds the cumulative for all prior taxable years exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A);Section 6.1(a)(i) for all prior taxable years, (Bii) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of holding any Partnership Interests that are entitled to any preference in distribution upon liquidation until to the cumulative extent that Net Losses previously allocated to such holders pursuant to Section 6.1(b)(ii) below for all prior taxable years exceed Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss previously allocated to such Partners under subparagraph (ii)(C);pursuant to this Section 6.1(a)(ii) for all prior taxable years, (Eiii) Fifththird, to Partners holding Partnership Units of a class not entitled to preference in distribution to the extent that Net Losses previously allocated to such holders of pursuant to Section 6.1(b)(i) below for all prior taxable years exceed Net Income previously allocated to such holders pursuant to this Section 6.1(a)(iii) for all prior taxable years, (iv) fourth, to Partners holding any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the excess of (x) the cumulative amount of preferred distributions received which such Partners are attributable entitled to receive to the preference last day of the current taxable year or to the date of redemption or exchange, to the extent such class of Partnership Unit Interests are redeemed or exchanged during such taxable year, over (y) the cumulative Net Income allocated to such Partners, pursuant to this Section 6.1(a)(iv) for all prior taxable years (and, within each such class, pro rata in proportion to the respective Percentage share of such Partnership Interests each Partner holds as of the last day of the period for which such allocation is being made); , and (Fv) Thereafterfifth, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributionthe allocation of Net Income, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the each Partner's respective Percentage Interests share of such Partnership Units as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinin Section 6.3, Net Income for any Partnership Year or other applicable period shall be allocated to the Partners in the following manner and order and of priority: (Aa) First, to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.2.A.2(d) below exceeds for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A)Section 6.2.A.(1)(a) for all prior Partnership Years; (Bb) Second, to each DRO Limited Partner until in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Limited Partner pursuant to Section 6.2.A.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Limited Partner pursuant to this subparagraph (i)(BSection 6.2.A.(1)(b) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to for all DRO Partners pursuant to subparagraph (ii)(E) below)prior Partnership Years; (Cc) Third, to the General Partner until in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.A.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partner pursuant to this Section 6.2.A.1(c) for all prior Partnership Years; (d) Fourth, to the General Partner in an amount equal to the sum of (i) the excess of the cumulative Series A Priority Return on the Series A Preferred Units to the last day of the current Partnership Year or to the date of redemption of the Series A Preferred Units, to the extent such Series A Preferred Units are redeemed during such year, over the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(Ci) equals of this Section 6.2.A.1(d) for all prior Partnership Years, (ii) the excess of the cumulative Series B Priority Return on the Series B Preferred Units to the last day of the current Partnership Year or to the date of redemption of the Series B Preferred Units, to the extent such Series B Preferred Units are redeemed during such year over the cumulative Net Loss Income allocated to the General Partner pursuant to subparagraph this clause (ii)(Dii) below; of this Section 6.2.A.1(d) for all prior Partnership Years, (Diii) Fourththe excess of the cumulative Series C Priority Return on the Series C Preferred Units to the last day of the current Partnership Year or to the date of redemption or conversion of the Series C Preferred Units, to the holders extent such Series C Preferred Units are redeemed or converted during such year, provided that in connection with any conversion of any Partnership Interests a Series C Preferred Units, the General Partner shall be permitted to make allocations of income with respect to such Series C Preferred Units that are entitled consistent with the distributions payable with respect to any preference in distribution upon liquidation until such Series C Preferred Units, over the cumulative Net Income allocated under to the General Partner pursuant to this subparagraph clause (i)(Diii) equals of this Section 6.2.A.1(d) for all prior Partnership Years and (iv) the excess of the cumulative Series D Priority Return on the Series D Preferred Units to the last day of the current Partnership Year or to the date of redemption or conversion of the Series D Preferred Units, to the extent such Series D Preferred Units are redeemed or converted during such year, provided that in connection with any conversion of a Series D Preferred Units, the General Partner shall be permitted to make allocations of income with respect to such Series D Preferred Units that are consistent with the distributions payable with respect to such Series D Preferred Units, over the cumulative Net Loss Income allocated to such Partners under subparagraph the General Partner pursuant to this clause (ii)(C)iv) of this Section 6.2.A.1(d) for all prior Partnership Years; (Ee) Fifth, to the holders General Partner and the Limited Partners in an amount equal to the remainder, if any, of any the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.A.2(a) for all prior Partnership Units that are entitled Years minus the cumulative Net Income allocated to any preference in distribution each Partner pursuant to this Section 6.2.A.(1)(e) for all prior Partnership Years; and (f) Sixth, to each of the Partners in accordance with their respective Percentage Interests in the rights Common-Equivalent Units. To the extent the allocations of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal set forth above in any paragraph of this Section 6.2.A.(1) are not sufficient to entirely satisfy the amount of distributions received which are attributable to the preference of allocation set forth in such class of Partnership Unit (andparagraph, within such class, pro rata allocation shall be made in proportion to the respective Percentage Interests as of the last day of the period for which total amount that would have been allocated pursuant to such allocation is made); and (F) Thereafter, with respect paragraph without regard to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)shortfall.

Net Income. Except as otherwise provided hereinherein and specifically after taking into account the provisions of Section 6.03 below, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (A) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (FE) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (A1) First, to the General Partner each Member holding Common Units in proportion to, and to the extent of, the excess of (i) the cumulative amount of Net Loss allocated with respect to the General Partner such Common Units pursuant to subparagraph paragraph (ii)(Fb)(5) below exceeds for all prior periods over (ii) the cumulative amount of Net Income allocated with respect to the General Partner such Common Units pursuant to this subparagraph paragraph (i)(A)a)(1) for all prior periods; (B2) Second, to each DRO Partner Member holding Preferred Units until the cumulative Net Income allocated with respect to such DRO Partner each Preferred Unit pursuant to this subparagraph paragraph (i)(Ba)(2) for such period and all prior periods equals the cumulative Net Loss allocated with respect to each such Preferred Unit pursuant to paragraph (b)(4) below for all prior periods (such allocation to be among the Members holding Preferred Units in the reverse order that such Net Loss was allocated to them); (3) Third, to each Member holding Preferred Units in proportion to, and to the extent of, the excess of (i) the cumulative amount of accrued distributions with respect to such DRO Partner under subparagraph Preferred Units for such period and all prior periods (ii)(Ewhether or not declared or paid) below over (and, among ii) the DRO Partners, pro rata in proportion cumulative amount of Net Income allocated with respect to their respective percentages such Preferred Units pursuant to this paragraph (a)(3) for all prior periods (net of the cumulative Net Loss Loss, if any, allocated with respect to all DRO Partners such Preferred Units pursuant to subparagraph paragraph (ii)(Eb)(3) belowhereof for all prior periods); (C4) ThirdFourth, to the General Partner each Member holding Common Units until the cumulative Net Income allocated with respect to the General Partner each Common Unit pursuant to this subparagraph paragraph (i)(Ca)(4) for such period and all prior periods equals the cumulative Net Loss allocated with respect to the General Partner each such Common Unit pursuant to subparagraph paragraph (ii)(Db)(2) below; below for all prior periods (D) Fourth, such allocation to be among the holders of any Partnership Interests Members holding Common Units in the reverse order that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative such Net Loss was allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is madethem); and (F5) Thereafter, with respect to Partnership the balance of the Net Income, if any, shall be allocated among the Members holding Common Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as number of the last day of the period for which such allocation is being made)Common Units held by them.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative that Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the Section 6.1.B(4), on a cumulative basis, exceed Net Income previously allocated to the General Partner pursuant to this subparagraph clause (i)(A1), on a cumulative basis; (B2) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Partner under subparagraph Section 6.1.B(5) (ii)(E) below (and, and among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners pursuant to subparagraph (ii)(ESection 6.1.B(5) belowhereof); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D4) equals the cumulative Net Loss Losses allocated to such Partners under subparagraph (ii)(CSection 6.1.B(3); (E5) Fifthfifth, to the holders of any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E4), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (F6) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fb)(vi) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aa)(i); (Bii) Second, to each DRO Obligated Partner until the cumulative Net Income allocated to such DRO Obligated Partner pursuant to this subparagraph (i)(Ba)(ii) equals the cumulative Net Loss allocated to such DRO Obligated Partner under subparagraph (ii)(Eb)(v) below (and, among the DRO Obligated Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Obligated Partners pursuant to subparagraph (ii)(Eb)(v) below); (Ciii) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Ca)(iii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Db)(iv) below; (Div) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(Div) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(Cb)(iii); (Ev) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ea)(v), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (Fvi) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinin Sections 6.2.E, 6.2.F and 6.3, Net Income (or in the case of clause (iv) below, Adjusted Net Income) for any Partnership Year or other applicable period shall be allocated in the following manner and order and of priority: (Ai) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(Fiv) below exceeds in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)i) for all prior Partnership Years; (Bii) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (iii) in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(Bii) equals for all prior Partnership Years; (iii) Third, 100% to the cumulative Net Loss allocated Holders of Series A Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(E) below (andthe remainder, among the DRO Partnersif any, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(Eii) below); (C) Third, to the General Partner until in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holders pursuant to this subparagraph clause (i)(Ciii) equals for all prior Partnership Years; (iv) Fourth, 100% of the Adjusted Net Income (or Net Income to the extent there is insufficient Adjusted Net Income) to the Holders of Series A Preferred Units in an amount equal to the sum of an amount equal to the cumulative Series A Priority Return to the last day of the current Partnership Year or to the date of redemption or conversion, to the extent Series A Preferred Units are redeemed or converted during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for all prior Partnership Years (v) Fifth, 100% to the Holders of Common Units in an amount equal to the remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner each such Holder pursuant to subparagraph clause (ii)(Di) below; (D) Fourth, to the holders of any in Section 6.2.C for all prior Partnership Interests that are entitled to any preference in distribution upon liquidation until Years minus the cumulative Net Income allocated under to each Holder pursuant to this subparagraph clause (i)(Dv) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C);for all prior Partnership Years; and (Evi) FifthSixth, 100% to the holders Holders of any Partnership Common Units that are entitled to any preference in distribution in accordance with their respective Percentage Interests in the rights Common Units. To the extent the allocations of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal set forth above in any paragraph of this Section 6.2.B are not sufficient to entirely satisfy the amount of distributions received which are attributable to the preference of allocation set forth in such class of Partnership Unit (andparagraph, within such class, pro rata allocation shall be made in proportion to the respective Percentage Interests as of the last day of the period for which total amount that would have been allocated pursuant to such allocation is made); and (F) Thereafter, with respect paragraph without regard to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)shortfall.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) Firstfirst, to the General Partner to the extent the cumulative that Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(iii) below exceeds the cumulative exceed Net Income previously allocated to the General Partner pursuant to this subparagraph clause (i)(A); i) of Section 6.1.A; (Bii) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Thirdsecond, to the General Partner until and the cumulative Limited Partners, in proportion to the amount of Net Losses allocated to each such Partner pursuant to Section 6.1.B(ii), to the extent Net Losses previously allocated to each such Partner pursuant to such Section 6.1.B(ii) exceed Net Income previously allocated to each such Partner pursuant to this Section 6.1.A(ii); (iii) third, to the General Partner and the Limited Partners, in proportion to the amount of Net Losses allocated to each such Partner pursuant to Section 6.1.B(i), to the extent Net Losses previously allocated to such Partner pursuant to Section 6.1.B(i) exceed Net Income previously allocated to each such Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) FourthSection 6.1.A(iii); fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifthdistributions, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests, until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(ESection 6.1.A(iv), Net Income equal to the amount of distributions received which are attributable to the preference of such class of or Partnership Unit Interest (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference Interest in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (v) fifth, with respect to Partnership Interests that are not entitled to any preference in distributions, pro rata to each such class in accordance with the terms of such class as set forth in this Agreement (and, within such class, pro rata in proportion to the respective Percentage Interest in such class as of the last day of the period for such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations ---------- set forth in Section 2 hereof, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following manner and order and of priority: (A1) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to To the General Partner until the cumulative allocations of Net Income under this Section 1(a)(1) equal the cumulative Net Losses allocated to the General Partner pursuant to this subparagraph under Section 1(b)(5) hereof. (i)(C2) equals the cumulative To those Partners who have received allocations of Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Dunder Section 1(b)(4) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation hereof until the cumulative allocations of Net Income allocated under this subparagraph Section 1(a)(2) equal such cumulative allocations of Net Loss (i)(D) equals such allocation of Net Income to be in proportion to the cumulative allocations of Net Loss allocated under such section to each such Partner). (3) To the Partners holding Preferred Partnership Units until the cumulative allocations of Net Income under this Section 1(a)(3) equal the cumulative allocations of Net Loss to such Partners under subparagraph Section 1(b)(3) hereof (ii)(C); (E) Fifth, to the holders such allocation of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata being in proportion to the cumulative allocations of Net Loss under such section to each such Partner). (4) To those Partners who have received allocations of Net Loss under Section 1(b)(2) hereof until the cumulative allocations of Net Income under this Section 1(a)(4) equal such cumulative allocations of Net Loss (such allocation of Net Income to be in proportion to the cumulative allocations of Net Loss under such section to each such Partner). (5) To the Partners until the cumulative allocations of Net Income under this Section 1(a)(5) equal the cumulative allocations of Net Loss to such Partners under Section 1(b)(1) hereof (such allocation of Net Income to be in proportion to the cumulative allocations of Net Loss under such section to each such Partner). (6) Any remaining Net Income shall be allocated to the Partners who hold Common Partnership Units in proportion to their respective Percentage Interests as holders of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Common Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Units.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set ---------- forth in Section 2 hereof, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following manner and order and of priority: (A1) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to To the General Partner until the cumulative allocations of Net Income under this Section 1(a)(1) equal the cumulative Net Losses allocated to the General Partner pursuant to this subparagraph under Section 1(b)(5) hereof. (i)(C2) equals the cumulative To those Partners who have received allocations of Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Dunder Section 1(b)(4) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation hereof until the cumulative allocations of Net Income allocated under this subparagraph Section 1(a)(2) equal such cumulative allocations of Net Loss (i)(D) equals such allocation of Net Income to be in proportion to the cumulative allocations of Net Loss allocated under such section to each such Partner). (3) To the Partners holding Preferred Partnership Units until the cumulative allocations of Net Income under this Section 1(a)(3) equal the cumulative allocations of Net Loss to such Partners under subparagraph Section 1(b)(3) hereof (ii)(C); (E) Fifth, to the holders such allocation of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata being in proportion to the respective Percentage Interests as cumulative allocations of the last day of the period for which Net Loss under such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata section to each such class in accordance with Partner). (4) To those Partners who have received allocations of Net Loss under Section 1(b)(2) hereof until the terms cumulative allocations of Net Income under this Section 1(a)(4) equal such class cumulative allocations of Net Loss (and, within such class, pro rata allocation of Net Income to be in proportion to the respective Percentage Interests cumulative allocations of Net Loss under such section to each such Partner). (5) To the Partners until the cumulative allocations of Net Income under this Section 1(a)(5) equal the cumulative allocations of Net Loss to such Partners under Section 1(b)(1) hereof (such allocation of Net Income to be in proportion to the cumulative allocations of Net Loss under such section to each such Partner). (6) To the holders of Series D Preferred Partnership Units until the cumulative allocations of Net Income under this Section 1(a)(6) equal the cumulative quarterly distributions that have accrued on such Units for the current and all prior fiscal years under Section 3(a) and 3(b) of Exhibit T (irrespective of whether such accrued --------- amounts have been paid to such holders or remain unpaid as of the last day of the period for which time such allocation is being made). (7) Any remaining Net Income shall be allocated to the Partners who hold Common Partnership Units in proportion to their respective Percentage Interests as holders of Common Partnership Units.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (Ai) Firstfirst, to the General Partner to the extent the cumulative Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(iv) below exceeds exceed the cumulative Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(ASection 6.1.A(i); (Bii) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Thirdsecond, to the General Partner until to the cumulative extent that Net Losses previously allocated to the General Partner pursuant to Section 6.1.B(iii) exceed the sum of (A) Net Income previously allocated to the General Partner pursuant to this subparagraph Section 6.1.A(ii) and (i)(CB) equals the cumulative Net Loss gross income specially allocated to the General Partner pursuant to subparagraph (ii)(D) belowSection 6.1.E; (Diii) Fourththird to the Limited Partners, in proportion to the amount of Net Losses allocated to each such Limited Partner pursuant to Section 6.1.B(ii), to the extent Net Losses previously allocated to each such Limited Partner pursuant to Section 6.1.B(ii) exceed Net Income previously allocated to each such Limited Partner pursuant to this Section 6.1.A(iii); (iv) fourth to the General Partner and the Limited Partners, in proportion to the amount of Net Losses allocated to each such Partner pursuant to Section 6.1.B(i), to the extent Net Losses previously allocated to the such Partner pursuant to Section 6.1.B(i) exceed Net Income previously allocated to each such Partner pursuant to this Section 6.1.A(iv); (v) fifth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interests has been allocated, on a cumulative basis pursuant to this subparagraph (i)(ESection 6.1.A(v), Net Income equal to the amount of distributions received which are attributable to the preference of such class of or Partnership Unit Interests (and, within such class, pro rata in proportion to the respective Percentage Interests Interest in such class as of the last day of the period for which such allocation is being made); and (Fvi) Thereaftersixth, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributiondistributions, pro rata to each such class in accordance with the terms of such class as set forth in this Agreement or otherwise established by the General Partner pursuant to Section 4.2 (and, within such class, pro rata in proportion to the respective Percentage Interests Interest in such class as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (A1) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fb)(5) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aa)(1); (B2) Second, to each DRO Partner until in proportion to and to the extent of the amount by which the cumulative Net Loss allocated to such Partner pursuant to subparagraph (b)(4) exceeds the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) belowa)(2); (C3) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Ca)(3) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowb)(3); (D4) Fourth, to each holder of Preferred Units other than the Series D Preferred Units to the extent of and in proportion to the excess of (I) the cumulative amount of distributions made in respect of such Preferred Units, reduced by in the case of the Series B Preferred Units the cumulative Common Unit Reallocated Amounts, and increased by in the case of the Series B Preferred Units the cumulative Series B Preferred Unit Reallocated Amounts, pursuant to the provisos below, over (II) the cumulative amount of Net Income allocated to each holder of Preferred Units pursuant to this subparagraph (a)(4) and subparagraph (a)(5) for such period and all prior periods reduced by the cumulative amount of Net Loss allocated to such holder of Preferred Units pursuant to subparagraph (b)(2) below for all prior periods; provided, however, that in the event the cumulative Net Income allocable to the holders of the Common Units pursuant to this subparagraph (a)(4) and subparagraph (a)(5) below for such period and all prior periods (before application of this proviso for such period) exceeds the cumulative distributions made to the holders of Common Units with respect to such Units for such period and all prior periods, the Series B Preferred Unit Reallocated Amount shall be reallocated pro rata to the holders of Series B Preferred Units; and (5) Thereafter, to the holders of any Partnership Interests Common Units pro rata in accordance with their Percentage Interests; provided, however, that are entitled in the event the cumulative distributions made to any preference in distribution upon liquidation until the holders of Common Units with respect to such Units for such period and all prior periods exceed the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, allocable to the holders of any Partnership the Common Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to subparagraph (a)(4) and this subparagraph (i)(Ea)(5) for such period and all prior periods (before application of this proviso for such period), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Common Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, Reallocated Amount shall be reallocated pro rata to each such class in accordance with the terms holders of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Common Units.

Net Income. Except as otherwise provided hereinin Sections 6.2.E, 6.2.F, 6.2.G, 6.2.I and 6.3, Net Income (or in the case of clause (4) below, Adjusted Net Income) for any Partnership Year or other applicable period shall be allocated in the following manner and order and of priority: (A1) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(F4) below exceeds in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)1) for all prior Partnership Years; (B2) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (3) in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(B2) equals for all prior Partnership Years; (3) Third, 100% to the cumulative Net Loss allocated Holders of Senior Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(EA) below (andwith respect to each Holder of Series A Preferred Units, among the DRO Partnersremainder, pro rata in proportion to their respective percentages if any, of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(E2)(A) below); (C) Third, to the General Partner until in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holder pursuant to this subparagraph clause (i)(C3)(A) equals for all prior Partnership Years and (B) with respect to each Holder of Series 1 Preferred Units, the remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner such Holder pursuant to subparagraph clause (ii)(D2)(B) below; (D) Fourth, to the holders of any in Section 6.2.C for all prior Partnership Interests that are entitled to any preference in distribution upon liquidation until Years minus the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph Holder pursuant to this clause (ii)(C)3)(B) for all prior Partnership Years; (E4) FifthFourth, any remaining Adjusted Net Income (or Net Income to the holders extent there is insufficient Adjusted Net Income) to the Holders of any Partnership Senior Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to (A) with respect to Holders of Series A Preferred Units the amount excess of distributions received which are attributable the cumulative Series A Priority Return to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Partnership Year or to the date of redemption, to the extent Series A Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (4)(A) for which such allocation is made); and all prior Partnership Years and (FB) Thereafter, with respect to Partnership Holders of Series 1 Preferred Units that are not entitled the excess of the cumulative Series 1 Priority Return to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Partnership Year or to the date of redemption, to the extent Series 1 Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (4)(B) for which all prior Partnership Years; and (5) Fifth, 100% to the Holders of Common Units in accordance with their respective Percentage Interests in the Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.B are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation is being made)shall be made in proportion to the total amount that would have been allocated pursuant to such paragraph without regard to such shortfall.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the that cumulative Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(6) below exceeds the exceed cumulative Net Income previously allocated to the General Partner pursuant to this subparagraph clause (i)(A1); (B2) Secondsecond, to each DRO Protected Partner until the cumulative Net Income allocated to such DRO Protected Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Protected Partner under subparagraph (ii)(ESection 6.1.B(5) below (and, among within the DRO class of Protected Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Protected Partners pursuant to subparagraph (ii)(ESection 6.1.B(5) belowhereof); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (4) equals the cumulative Net Losses allocated to such Partners under Section 6.1.B(3); (5) fifth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit Interests (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (F6) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributionthe allocation of Net Income, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fb)(vi) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aa)(i); (Bii) Second, to each DRO Obligated Partner until the cumulative Net Income allocated to such DRO Obligated Partner pursuant to this subparagraph (i)(Ba)(ii) equals the cumulative Net Loss allocated to such DRO Obligated Partner under subparagraph (ii)(Eb)(v) below (and, among the DRO Obligated Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Obligated Partners pursuant to subparagraph (ii)(Eb)(v) below); (Ciii) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Ca)(iii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Db)(iv) below; (Div) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(Div) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(Cb)(iii); (Ev) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ea)(v), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (Fvi) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (A1) First, to the General Partner to holders of the extent Series A Preferred Units until the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative amount of Net Income allocated to the General Partner them pursuant to this subparagraph (i)(A)a)(1) for such period and all prior periods equals the cumulative amount of the Net Losses allocated to them pursuant to subparagraph (b)(2) below for all prior periods; (B2) Second, to each DRO Partner the holders of the Series A Preferred Units until the cumulative amount of Net Income allocated to such DRO Partner them pursuant to this subparagraph (i)(Ba)(2) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata amount of accrued distributions in proportion to their respective percentages respect of the cumulative Net Loss allocated to Series A Preferred Stock for such period and all DRO Partners pursuant to subparagraph prior periods (ii)(E) belowwhether or not declared or paid); (C3) Third, to the General Partner until the cumulative amount of Net Income allocated to the General Partner it pursuant to this subparagraph (i)(C3) for such period and all prior periods equals the cumulative amount of Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(Db)(3) below;below for all prior periods; and (D4) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation Partners holding Common Units, until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis them pursuant to this subparagraph (i)(E), a)(4) for such period and all prior periods equals the cumulative Net Income equal Losses allocated to the amount of distributions received which are attributable them pursuant to the preference of such class of Partnership Unit subparagraph (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period b)(1) hereof for which all prior periods (such allocation is madeto be among the Partners holding Common Units in the reverse order that such Net Losses were allocated to them); and (F5) Thereafter, with respect the balance of the Net Income, if any, shall be allocated to Partnership the Partners holding Common Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the their respective Percentage Interests as of the last day of the period for which such allocation is being made)Interests.

Net Income. Except as otherwise provided hereinherein and specifically after taking into account the provisions of Section 6.03 below, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (A) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders Holders of any Partnership Interests Units that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(Cii)(c); (E) Fifth, to the holders Holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class class(es) of Partnership Unit (and, within such classclass(es), pro rata in proportion to the respective Percentage Interests with respect to such class(es) as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such classclass(es), pro rata in proportion to the respective Percentage Interests with respect to such class(es) as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (Ai) Firstfirst, to the General Partner to the extent the cumulative of Net Loss previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 1(b)(iii) below exceeds the cumulative for all prior fiscal years or other applicable periods exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A);Section 1(a)(i) for all prior fiscal years or other applicable periods, (Bii) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of holding any Partnership Interests that are entitled to any preference in distribution upon liquidation until to the cumulative extent that Net Loss previously allocated to such holders pursuant to Section 1(b)(ii) below for all prior fiscal years or other applicable periods exceeds Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss previously allocated to such Partners under subparagraph (ii)(C);pursuant to this Section 1(a)(ii) for all prior fiscal years or other applicable periods, (Eiii) Fifththird, to Partners holding Partnership Interests of a class not entitled to preference in distribution to the extent that Net Loss previously allocated to such holders of pursuant to Section 1(b)(i) below for all prior fiscal years or other applicable periods exceeds Net Income previously allocated to such holders pursuant to this Section 1(a)(iii) for all prior fiscal years or other applicable periods, (iv) fourth, to Partners holding any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the excess of (x) the cumulative amount of preferred distributions received which such Partners are attributable entitled to receive to the preference last day of the current fiscal year or other applicable period or to the date of redemption, to the extent such class of Partnership Unit Interests are redeemed during such period, over (y) the cumulative Net Income allocated to such Partners, pursuant to this Section 1(a)(iv) for all prior fiscal years or other applicable periods (and, within each such class, pro rata in proportion to the respective Percentage share of such Partnership Interests each Partner holds as of the last day of the period for which such allocation is being made); , and (Fv) Thereafterfifth, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributionthe allocation of Net Income, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the each Partner's respective Percentage share of such Partnership Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (A1) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fb)(5) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aa)(1); (B2) Second, to each DRO Partner until in proportion to and to the extent of the amount by which the cumulative Net Loss allocated to such Partner pursuant to subparagraph (b)(4) exceeds the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) belowa)(2); (C3) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Ca)(3) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowb)(3); (D4) Fourth, to each holder of Preferred Units to the extent of and in proportion to the excess of (I) the cumulative amount of distributions made in respect of such Preferred Units, reduced by in the case of the Series B Preferred Units the cumulative Common Unit Reallocated Amounts, and increased by in the case of the Series B Preferred Units the cumulative Series B Preferred Unit Reallocated Amounts, pursuant to the provisos below, over (II) the cumulative amount of Net Income allocated to each holder of Preferred Units pursuant to this subparagraph (a)(4) and subparagraph (a)(5) for such period and all prior periods reduced by the cumulative amount of Net Loss allocated to such holder of Preferred Units pursuant to subparagraph (b)(2) below for all prior periods; provided, however, that in the event the cumulative Net Income allocable to the holders of the Common Units pursuant to this subparagraph (a)(4) and subparagraph (a)(5) below for such period and all prior periods (before application of this proviso for such period) exceeds the cumulative distributions made to the holders of Common Units with respect to such Units for such period and all prior periods, the Series B Preferred Unit Reallocated Amount shall be reallocated pro rata to the holders of Series B Preferred Units; and (5) Thereafter, to the holders of any Partnership Interests Common Units pro rata in accordance with their Percentage Interests; provided, however, that are entitled in the event the cumulative distributions made to any preference in distribution upon liquidation until the holders of Common Units with respect to such Units for such period and all prior periods exceed the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, allocable to the holders of any Partnership the Common Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to subparagraph (a)(4) and this subparagraph (i)(Ea)(5) for such period and all prior periods (before application of this proviso for such period), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Common Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, Reallocated Amount shall be reallocated pro rata to each such class in accordance with the terms holders of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Common Units.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (A) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fa)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(DD) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Ca)(i) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Db)(vii) below; (Dii) FourthSecond, to each Obligated Partner until the holders cumulative Net Income allocated to such Obligated Partner pursuant to this subparagraph (a)(ii) equals the cumulative Net Loss allocated to such Obligated Partner under subparagraph (b)(vi) below (and, among the Obligated Partners, pro rata in proportion to their respective percentages of any Partnership Interests that are entitled the cumulative Net Loss allocated to any preference in distribution upon liquidation all Obligated Partners pursuant to subparagraph (b)(vi) below); (iii) Third, to Holders of Series A Preferred Units until the cumulative Net Income allocated under this subparagraph (i)(Da)(iii) equals the cumulative Net Loss allocated to such Partners Holders under subparagraph (ii)(C)b)(v) below; (Eiv) FifthFourth, to the holders Holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Series A Preferred Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ea)(iv), Net Income equal to the Series A Preferred Priority Return; (v) Fifth, to Holders of Series B Preferred Units, Holders of Series C Preferred Units and Holders of Series D Preferred Units, pro rata in proportion to the relative amounts of cumulative Net Loss allocated to such Holders under subparagraph (b)(iv) below, until the cumulative Net Income allocated to each such Holder under this subparagraph (a)(v) equals the cumulative Net Loss allocated to such Holder under subparagraph (b)(iv) below; (vi) Sixth, to Holders of Series B Preferred Units, Holders of Series C Preferred Units and Holders of Series D Preferred Units, pro rata in proportion to the relative amounts of the Series B Preferred Priority Return, the Series C Preferred Perpetual Return, the Series C Preferred Priority Return or the Series D Preferred Priority Return, as applicable, that such Holders are entitled to receive, until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (a)(vi), Net Income equal to the Series B Preferred Priority Return, the Series C Preferred Perpetual Return, the Series C Preferred Priority Return or the Series D Preferred Priority Return applicable to such Partnership Unit; (vii) Seventh, to Holders of any Partnership Units that are entitled to any preference in distribution ranking junior to the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units and Series D Preferred Units, until the cumulative Net Income allocated under this subparagraph (a)(vii) equals the cumulative Net Loss allocated to such Holders under subparagraph (b)(iii); (viii) Eighth, to Holders of any Partnership Units that are entitled to any preference in distribution (other than Series A Preferred Units, Series B Preferred Units, Series C Preferred Units and Series D Preferred Units) until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (a)(viii), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made)Units; and (Fix) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative that Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(6) below exceeds the cumulative exceed Net Income previously allocated to the General Partner pursuant to this subparagraph clause (i)(A1); (B2) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Partner under subparagraph Section 6.1.B(5) (ii)(E) below (and, with any Net Income to be allocated for a Fiscal Year hereunder to be allocated among the DRO Partners, pro rata in proportion to their respective percentages the excess of the cumulative Net Loss Losses allocated to all such DRO Partners pursuant to subparagraph Section 6.1.B(5) hereof over the Net Income previously allocated to such DRO Partners under this clause (ii)(E) below2)); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D4) equals the cumulative Net Loss Losses allocated to such Partners under subparagraph Section 6.1.B(3) (ii)(Cwith any Net Income to be allocated for a Fiscal Year hereunder to be allocated among the holders of such Partnership Interests, pro rata in proportion to the excess of the cumulative Net Losses previously allocated to such Partners pursuant to Section 6.1.B(3) hereof over the Net Income allocated to such Partners under this clause (4)); (E5) Fifthfifth, to the holders of any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (F6) Thereafterthereafter, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)) provided, however, that income allocated with respect to any period during which Class B Units were outstanding shall be allocated among the Class A Units and the Class B Units in a manner that is consistent with and proportionate to the manner in which Available Cash was distributed with respect to such Units.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of the Company Agreement and any special allocations required to be made pursuant to Section 6.1.E, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner Managing Member to the extent the cumulative that Net Loss previously allocated to the General Partner Managing Member pursuant to subparagraph (ii)(FSection 6.1.B(6) below exceeds the cumulative exceed Net Income previously allocated to the General Partner Managing Member pursuant to this subparagraph clause (i)(A1); (B2) Secondsecond, to each DRO Partner Member until the cumulative Net Income allocated to such DRO Partner pursuant to Member under this subparagraph clause (i)(B2) equals the cumulative Net Loss allocated to such DRO Partner Member under subparagraph Section 6.1.B(5) (ii)(E) below (and, and among the DRO PartnersMembers, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners Members pursuant to subparagraph (ii)(ESection 6.1.B(5) belowhereof); (C3) Thirdthird, to the General Partner Managing Member until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowManaging Member under Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Membership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D4) equals the cumulative Net Loss allocated to such Partners Members under subparagraph (ii)(CSection 6.1.B(3); (E5) Fifthfifth, to the holders of any Partnership Units Membership Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units Membership Interests until each such Partnership Unit Membership Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Membership Interests, whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); (6) sixth, to the holders of any Membership Interests that are not entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (6) equals the cumulative Net Loss allocated to such Members under Section 6.1.B(2); and (F7) Thereafterfinally, with respect to Partnership Units Membership Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, 100% to the General Partner Managing Member in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner Managing Member pursuant to subparagraph clause (ii)(Fiv) below exceeds in Section 6.2(b) for all prior Fiscal Years minus the cumulative Net Income allocated to the General Partner Managing Member pursuant to this subparagraph clause (i)(A)i) for all prior Fiscal Years; (Bii) Second, 100% to each DRO Partner until Holder (other than the Managing Member) in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (iii) in Section 6.2(b) for all prior Fiscal Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(Bii) equals for all prior Fiscal Years; (iii) Third, 100% to the cumulative Net Loss allocated Managing Member in an amount equal to such DRO Partner under subparagraph (ii)(E) below (andthe remainder, among the DRO Partnersif any, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners the Managing Member pursuant to subparagraph clause (ii)(Eii) below); (Cin Section 6.2(b) Third, to the General Partner until for all prior Fiscal Years minus the cumulative Net Income allocated to the General Partner Managing Member pursuant to this subparagraph clause (i)(Ciii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowfor all prior Fiscal Years; (Div) Fourth, 100% to the holders Managing Member in an amount equal to the sum of any Partnership Interests that (A) the excess of the cumulative Class L Priority Return on the Class L Preferred Units to the last day of the current Fiscal Year or to the date of redemption or conversion of the Class L Preferred Units, to the extent such Class L Preferred Units are entitled to any preference in distribution upon liquidation until redeemed or converted during such year, over the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis Managing Member pursuant to this subparagraph subclause (i)(E)A) of this clause (iv) for all prior Fiscal Years, Net Income equal and (B) the excess of the cumulative Class M Priority Return on the Class M Preferred Units to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Fiscal Year or to the date of redemption or conversion of the Class M Preferred Units, to the extent such Class M Preferred Units are redeemed or converted during such year, over the cumulative Net Income allocated to the Managing Member pursuant to this subclause (B) of this clause (iv) for which all prior Fiscal Years, provided however that notwithstanding subclauses (A)-(B) of this clause (iv), in connection with any conversion of any such allocation is made)Membership Units, the Managing Member shall be permitted to make allocations of income with respect to such Membership Units and the Common Units issued upon such conversion that are consistent with the distributions payable with respect to such Membership Units and Common Units; (v) Fifth, 100% to each Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (i) in Section 6.2(b) for all prior Fiscal Years minus the cumulative Net Income allocated to such Holder pursuant to this clause (v) for all prior Fiscal Year; and (Fvi) ThereafterSixth, with respect 100% to Partnership the Holders of Common Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with their respective Percentage Interests in the terms Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2(a) are not sufficient to entirely satisfy the allocation set forth in such class (andparagraph, within such class, pro rata allocation shall be made in proportion to the respective Percentage Interests as total amount that would have been allocated pursuant to such paragraph without regard to such shortfall. In making allocations pursuant to this Section 6.2(a) and Section 6.2(b), the Managing Member of the last day Company shall take into account the provisions of the period for which such allocation is being made)Section 16.5 hereof.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement and any special allocations required to be made pursuant to Sections 6.1.E and 6.1.F, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative that Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(6) below exceeds the cumulative exceed Net Income previously allocated to the General Partner pursuant to this subparagraph clause (i)(A1); (B2) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Partner under subparagraph Section 6.1.B(5) (ii)(E) below (and, and among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners pursuant to subparagraph (ii)(ESection 6.1.B(5) belowhereof); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D4) equals the cumulative Net Loss Losses allocated to such Partners under subparagraph (ii)(CSection 6.1.B(3); (E5) Fifthfifth, to the holders of any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests, whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); (6) sixth, to the holders of any Partnership Interests that are not entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (6) equals the cumulative Net Losses allocated to such Partners under Section 6.1.B(2); and (F7) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (A) 1. First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fb)(5) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aa)(1); (B) 2. Second, to each DRO Partner until in proportion to and to the extent of the amount by which the cumulative Net Loss allocated to such Partner pursuant to subparagraph (b)(4) exceeds the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) belowa)(2); (C) 3. Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Ca)(3) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowb)(3); 4. Fourth, to each holder of Preferred Units other than the Series D Preferred Units to the extent of and in proportion to the excess of (DI) Fourththe cumulative amount of distributions made in respect of such Preferred Units, reduced by in the case of the Series B Preferred Units the cumulative Common Unit Reallocated Amounts, and increased by in the case of the Series B Preferred Units the cumulative Series B Preferred Unit Reallocated Amounts, pursuant to the provisos below, over (II) the cumulative amount of Net Income allocated to each holder of Preferred Units pursuant to this subparagraph (a)(4) and subparagraph (a)(5) for such period and all prior periods reduced by the cumulative amount of Net Loss allocated to such holder of Preferred Units pursuant to subparagraph (b)(2) below for all prior periods; provided, however, that in the event the cumulative Net Income allocable to the holders of the Common Units pursuant to this subparagraph (a)(4) and subparagraph (a)(5) below for such period and all prior periods (before application of this proviso for such period) exceeds the cumulative distributions made to the holders of Common Units with respect to such Units for such period and all prior periods, the Series B Preferred Unit Reallocated Amount shall be reallocated pro rata to the holders of Series B Preferred Units; and 5. Thereafter, to the holders of any Partnership Interests Common Units pro rata in accordance with their Percentage Interests; provided, however, that are entitled in the event the cumulative distributions made to any preference in distribution upon liquidation until the holders of Common Units with respect to such Units for such period and all prior periods exceed the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, allocable to the holders of any Partnership the Common Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to subparagraph (a)(4) and this subparagraph (i)(Ea)(5) for such period and all prior periods (before application of this proviso for such period), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Common Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, Reallocated Amount shall be reallocated pro rata to each such class in accordance with the terms holders of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Common Units.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent until the cumulative Net Loss Income allocated under this clause (1) equals the cumulative Net Losses allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aunder Section 6.1.B(6); (B2) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Partner under subparagraph Section 6.1.B(5) (ii)(E) below (and, and among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners pursuant to subparagraph (ii)(E) belowSection 6.1.B(5)); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (4) equals the cumulative Net Losses allocated to such Partners under Section 6.1.B(3); (5) fifth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); (6) sixth, to the holders of any Partnership Interests that are not entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (6) equals the cumulative Net Loss allocated to such Partners under Section 6.1.B(2); and (F7) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fb)(iv) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aa)(i); (Bii) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders Holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation in the order of the priorities of each such class (and within each such class pro rata in proportion to the amount of Net Losses allocated pursuant to subparagraph (b)(iii) below to the Holders in such class that have not previously been reversed by allocations of Net Income pursuant to this subparagraph (a)(ii)) until the cumulative Net Income allocated under this subparagraph (i)(Da)(ii) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(Cb)(iii); (Eiii) FifthThird, to the holders Holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ea)(iii), Net Income equal to the amount of distributions received and payable which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (Fiv) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinin Sections 6.2.E, 6.2.F, 6.2.G and 6.3, Net Income (or in the case of clause (iv) or (vi) below, Adjusted Net Income) for any Partnership Year or other applicable period shall be allocated in the following manner and order and of priority:: LA\4346025.7 (Ai) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(Fv) below exceeds in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)i) for all prior Partnership Years; (Bii) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (iv) in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(Bii) equals for all prior Partnership Years; (iii) Third, 100% to the cumulative Net Loss allocated Holders of Series A Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(E) below (andthe remainder, among the DRO Partnersif any, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(Eiii) below); (C) Third, to the General Partner until in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holders pursuant to this subparagraph clause (i)(Ciii) equals for all prior Partnership Years; (iv) Fourth, 100% of the Adjusted Net Income (or Net Income to the extent there is insufficient Adjusted Net Income) to the Holders of Series A Preferred Units in an amount equal to the excess of the cumulative Series A Priority Return to the last day of the current Partnership Year or to the date of redemption or conversion, to the extent Series A Preferred Units are redeemed or converted during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for all prior Partnership Years; (v) Fifth, 100% to the Holders of Series B Preferred Units in an amount equal to the remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner such Holder pursuant to subparagraph clause (ii)(Dii) below; (D) Fourth, to the holders of any in Section 6.2.C for all prior Partnership Interests that are entitled to any preference in distribution upon liquidation until Years minus the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph Holders pursuant to this clause (ii)(C)v) for all prior Partnership Years; (Evi) FifthSixth, any remaining Adjusted Net Income (or Net Income to the holders extent there is insufficient Adjusted Net Income) to the Holders of any Partnership Series B Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to the amount excess of distributions received which are attributable the cumulative Series B Priority Return to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Partnership Year or to the date of redemption, to the extent Series B Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (vi) for which such allocation is made)all prior Partnership Years; and (Fvii) ThereafterSeventh, with respect 100% to Partnership the Holders of Common Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with their respective Percentage Interests in the terms Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.B are not sufficient to entirely satisfy the allocation set forth in such class (andparagraph, within such class, pro rata allocation shall be made in proportion to the respective Percentage Interests as of the last day of the period for which total amount that would have been allocated pursuant to such allocation is being made)paragraph without regard to such shortfall.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fb)(vi) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aa)(i); (Bii) Second, to each DRO Obligated Partner until the cumulative Net Income allocated to such DRO Obligated Partner pursuant to this subparagraph (i)(Ba)(ii) equals the cumulative Net Loss allocated to such DRO Obligated Partner under subparagraph (ii)(Eb)(v) below (and, among the DRO Obligated Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Obligated Partners pursuant to subparagraph (ii)(Eb)(v) below);; Back to Contents (Ciii) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Ca)(iii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Db)(iv) below; (Div) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(Div) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(Cb)(iii); (Ev) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ea)(v), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (Fvi) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (A) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F‎(ii)‎(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B‎(i)‎‎(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E‎(ii)‎(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E‎(ii)‎(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C‎(i)‎(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D‎(ii)‎(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D‎(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C‎(ii)‎(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E‎(i)‎(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 6.3, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityas follows: (A1) First, to the General Partner Partners in proportion to and to the extent of distributions with respect to such taxable year, other than distributions of amounts for which an allocation had previously been made under paragraph (2) below; (2) Second, to the cumulative Net Loss allocated Limited Partners in proportion to and to the extent of the respective credit balances in such Limited Partners' Cumulative Unpaid Accrued Return Account and Cumulative Unpaid Priority Distribution Account, less prior allocations with respect thereto under this Section 6.1(a)(2) plus any prior allocations under Section 6.1(b)(2); and (3) Third, one hundred percent (100%) to the General Partner and the Affiliate Limited Partners in an amount equal to the excess, if any, of (i) the cumulative Net Losses allocated to such Partners pursuant to subparagraph Section 6.1(b)(5) and the last sentence of Section 6.1(b) for all prior fiscal years, over (ii)(Fii) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph Section 6.1(a)(1) for all prior fiscal years (i)(Asuch allocation being made in proportion to such Partners' respective excess amounts); (B4) SecondFourth, one hundred percent (100%) to each DRO Partner until the Limited Partners (other than any Affiliate Limited Partner) in an amount equal to the excess, if any, of (i) the cumulative Net Losses allocated to such Limited Partners pursuant to Section 6.1(b)(4) for all prior fiscal years, over (ii) the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph Section 6.1(a)(2) for all prior fiscal years, which amount shall be allocated among the Partners in the same proportions and in the reverse order as the Net Losses were allocated pursuant to Section 6.1(b)(4); (i)(B5) equals Fifth, one hundred percent (100%) to the Limited Partners (other than any Affiliate Limited Partner) in an amount equal to the excess, if any, of (i) the cumulative Net Loss Losses allocated to such DRO Limited Partners pursuant to Section 6.1(b)(3) for all prior fiscal years, over (ii) the cumulative Net Income allocated pursuant to this Section 6.1(a)(3) for all prior fiscal years, which amount shall be allocated among such Partners in the same proportions and in the reverse order as the Net Losses were allocated pursuant to Section 6.1(b)(3); (6) Thereafter, to the General Partner under subparagraph (ii)(E) below (and, among and the DRO Partners, pro rata Affiliate Limited Partners in proportion to their respective percentages number of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Units.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fb)(iv) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aa)(i); (Bii) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders Holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation in the order of the priorities of each such class (and within each such class pro rata in proportion to the amount of Net Losses allocated pursuant to subparagraph (b)(iv) below to the Holders in such class that have not previously been reversed by allocations of Net Income pursuant to this subparagraph (a)(ii)) until the cumulative Net Income allocated under this subparagraph (i)(Da)(ii) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(Cb)(iv); (Eiii) FifthThird, to the holders Holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ea)(iii), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (Fiv) Fourth, to the Holders of Special Units (pro rata based on the Percentage Interest of Special Units held by each Holder) in an amount equal to the sum of the Incentive Distributions received or to be received with respect to the Partnership Year in which such Net Income accrues; (v) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Article 3 of this Allocations Exhibit, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (Aa) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) SecondPartners, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B2.1(a) for the current and all prior periods equals the cumulative Net Loss allocated pursuant to subparagraphs 2.2(c) and (d) hereof for all prior periods, among the Partners in the reverse order that such DRO Partner under subparagraph (ii)(E) below Net Loss was allocated (and, among in the DRO event of a shift of a Partner's interest in the Partnership, to the Partners in a manner that most equitably reflects the successors in interest of such Partners); (b) Second, pro rata in proportion to their respective percentages of the General Partner, until the cumulative Net Income allocated pursuant to this subparagraph 2.1(b) for the current and all prior periods equals the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(ESubparagraph 2.2(b) below)hereof for all prior periods; (Cc) Third, Third in respect of its Preferred Units to the General Partner until the cumulative amount of Net Income allocated to the General Partner pursuant to this subparagraph (i)(C2.1(c) for the current and all prior periods equals the cumulative Net Loss allocated to Preferred Return on the General Partner pursuant to subparagraph (ii)(D) belowPreferred Units; (Dd) Fourth, to the holders General Partner in respect of any Partnership Interests that are entitled to any preference in distribution upon liquidation the Series A Preferred Units until the cumulative amount of Net Income allocated under pursuant to this subparagraph (i)(D2.1(d) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to Series A Preferred Return on the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made)Series A Preferred Units; and (Fe) Thereafter, with respect the balance of the Net Income, if any, shall be allocated to Partnership the Partners holding Common Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the their respective Percentage Interests as of the last day of the period for which such allocation is being made)Interests.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(Fiv) below exceeds in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)i) for all prior Partnership Years; (Bii) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (iii) in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(Bii) equals for all prior Partnership Years; (iii) Third, 100% to the cumulative Net Loss allocated Holders of Senior Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(E) below (andthe remainder, among the DRO Partnersif any, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(Eii) below); (C) Third, to the General Partner until in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holder pursuant to this subparagraph clause (i)(Ciii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowfor all prior Partnership Years; (Div) Fourth, 100% of the Adjusted Net Income (or Net Income to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative extent there is insufficient Adjusted Net Income allocated under this subparagraph (i)(DIncome) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders Holders of any Partnership Senior Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to the sum of (a) in respect of the Series B Preferred Units, an amount of distributions received which are attributable equal to the preference excess of such class of Partnership Unit (and, within such class, pro rata in proportion the cumulative Series B Priority Return to the respective Percentage Interests as of the last day of the period for which current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series B Preferred Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series B Preferred Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such allocation is made); and year, over the cumulative Adjusted Net Income (For Net Income) Thereafter, with respect allocated to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms Holders of such class units pursuant to this clause (andiv) for all prior Partnership Years; (b) in respect of the Series 1 CPOP Units, within such class, pro rata in proportion an amount equal to the respective Percentage Interests as excess of the cumulative Series 1 CPOP Priority Return to the last day of the period current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series 1 CPOP Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series 1 CPOP Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for which all prior Partnership Years; (c) in respect of the Series C Preferred Units, an amount equal to the excess of the cumulative Series C Priority Return to the last day of the current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series C Preferred Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series C Preferred Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for all prior Partnership Years; (d) in respect of the Series 2 CPOP Units, an amount equal to the excess of the cumulative Series 2 CPOP Priority Return to the last day of the current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series 2 CPOP Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series 2 CPOP Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for all prior Partnership Years and (e) in respect of the Series 3 CPOP Units, an amount equal to the excess of the cumulative Series 3 CPOP Priority Return to the last day of the current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series 3 CPOP Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series 3 CPOP Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for all prior Partnership Years; and (v) Fifth, 100% to the Holders of Partnership Common Units in accordance with their respective Percentage Interests in the Partnership Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.A are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation is being made)shall be made in proportion to the total amount that would have been allocated pursuant to such paragraph without regard to such shortfall.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (Ai) Firstfirst, to the General Partner to the extent the cumulative of Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1B(iii) below exceeds the cumulative for all prior taxable years exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A);Section 6.1A(i) for all prior taxable years, (Bii) Secondsecond, to Partners holding Preferred Units to the extent that Net Losses previously allocated to such Partners pursuant to Section 6.1B(ii) below for all prior taxable years exceed Net Income previously allocated to such Partners pursuant to this Section 6.1A(ii) for all prior taxable years, (iii) third, to Partners holding Common Units to the extent that Net Losses previously allocated to such Partners pursuant to Section 6.1B(i) below for all prior taxable years exceed Net Income previously allocated to such Partners pursuant to this Section 6.1A(iii) for all prior taxable years, (iv) fourth, to Partners holding Preferred Units in accordance with the rights of any such class of Partnership Interests until each DRO Partner until such Preferred Unit has been allocated Net Income equal to the excess of (x) the cumulative amount of preferred distributions such Partners are entitled to receive to the last day of the current taxable year or to the date of redemption to the extent such Partnership Interests are redeemed during such taxable year over (y) the cumulative Net Income allocated to such DRO Partner Partners, pursuant to this subparagraph (i)(BSection 6.1A(iv) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to for all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit prior taxable years (and, within each such class, pro rata in proportion to the respective Percentage Interests share of such Units each Partner holds as of the last day of the period for which such allocation is being made); , and (Fv) Thereafterfifth, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributionCommon Units, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the each Partner's respective Percentage Interests share of such Units as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (A1) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) SecondPartner, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(BSubparagraph 1(a)(1) for the current and all prior periods equals the cumulative Net Loss allocated pursuant to such DRO Partner under subparagraph Subparagraph 1(b) (ii)(E6) below hereof for all prior periods; (and2) Second, among to the DRO Obligated Partners, pro rata in proportion until the cumulative Net Income allocated pursuant to their respective percentages of this Subparagraph 1(a)(2) for the current and all prior periods equals the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(ESubparagraph 1(b)(5) below)hereof for all prior periods; (C3) Third, to the General Partner, until the cumulative Net Income allocated pursuant to this Subparagraph 1(a)(3) for the current and all prior periods equals the cumulative Net Loss allocated pursuant to Subparagraph 1(b) (4) hereof for all prior periods; (4) Fourth, to the General Partner, the WCB Limited Partners and the Series D Limited Partners, until the cumulative Net Income allocated pursuant to this Subparagraph 1(a)(4) for the current and all prior periods equals the cumulative Net Loss allocated pursuant to Subparagraph 1(b)(3) hereof for all prior periods; (5) Fifth, to each Partner, until the cumulative Net Income allocated pursuant to this Subparagraph 1(a)(5) for the current and all prior periods equals the cumulative Net Loss allocated pursuant to Subparagraph 1(b)(2) hereof for all prior periods; (6) Sixth, to each Partner, until the cumulative Net Income allocated pursuant to this Subparagraph 1(a)(6) for the current and all prior periods equals the cumulative Net Loss allocated pursuant to Subparagraph 1(b)(1) hereof for all prior periods; (7) Seventh, in equal priority, (x) to the General Partner until the cumulative amount of Net Income allocated to the General Partner pursuant to this subparagraph (i)(CSubparagraph 1(a)(7), Subparagraph 1(a)(3) of Exhibit E to the First Restated Agreement as in effect immediately prior to the Fourth Amendment thereto and Subparagraph 1(c)(1)(iii) of Exhibit E to the First Restated Agreement as in effect immediately prior to the Third Amendment thereto equals the cumulative Net Loss allocated total amount of dividends paid on the Series A Preferred Stock as of or prior to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourthdate of such allocation plus the total amount of accrued but unpaid dividends on any Series A Preferred Stock issued and outstanding as of such date, plus the total amount of dividends paid on the Series B Cumulative Redeemable Preferred Stock as of or prior to the holders date of any Partnership Interests that are entitled to any preference in distribution upon liquidation until such allocation plus the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the total amount of distributions received which are attributable to the preference accrued but unpaid dividends on any Series B Cumulative Redeemable Preferred Stock issued and outstanding as of such class date, plus the total amount of Partnership Unit (and, within such class, pro rata in proportion to dividends paid on the respective Percentage Interests Series C Cumulative Redeemable Preferred Stock as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).or

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (A1) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) SecondPartners, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(BSubparagraph l(a)(1) for the current and all prior periods equals the cumulative Net Loss allocated pursuant to Subparagraphs l(b)(3) and (4) hereof for all prior periods, among the Partners in the reverse order that such DRO Partner under subparagraph (ii)(E) below Net Loss was allocated (and, among in the DRO event of a shift of a Partner's interest in the Partnership, to the Partners in a manner that most equitably reflects the successors in interest of such Partners); (2) Second, to the General Partner and the WCB Limited Partners, pro rata in proportion until the cumulative Net Income allocated pursuant to their respective percentages of this Subparagraph 1 (a)(2) for the current and all prior periods equals the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph Subparagraph 1 (ii)(Eb)(2) below)hereof for all prior periods; (C3) Third, in equal priority, (x) to the General Partner until the cumulative amount of Net Income allocated to the General Partner pursuant to this subparagraph Subparagraph 1 (i)(Ca)(3), Subparagraph 1 (a)(3) of Exhibit E to the First Restated Agreement as in effect immediately prior to the Fourth Amendment thereto and Subparagraph 1 (c)(1)(iii) of Exhibit E to the First Restated Agreement as in effect immediately prior to the Third Amendment thereto equals the total amount of dividends paid on the Series A Preferred Stock as of or prior to the date of such allocation plus the total amount of accrued but unpaid dividends on any Series A Preferred Stock issued and outstanding as of such date, plus the total amount of dividends paid on the Series B Cumulative Redeemable Preferred Stock as of or prior to the date of such allocation plus the total amount of accrued but unpaid dividends on any Series B Cumulative Redeemable Preferred Stock issued and outstanding as of such date, plus the total amount of dividends paid on the Series C Cumulative Redeemable Preferred Stock as of or prior to the date of such allocation plus the total amount of accrued but unpaid dividends on any Series C Cumulative Redeemable Preferred Stock issued and outstanding as of such date, and (y) to the WCB Limited Partners until the cumulative amount of Net Income allocated pursuant to this Subparagraph 1 (a)(3) equals the cumulative Net Loss allocated total amount of distributions made to the General Partner WCB Limited Partners pursuant to subparagraph (ii)(DSection 6.2(a)(i) belowof this Agreement; (D4) Fourth, to the holders General Partner on account of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals Common B Interest and the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) FifthCommon C Interest, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to the amount sum of distributions received which are attributable (x) $0.0625 per annum multiplied by the number of shares issued and outstanding of Class B Common Stock, plus (y) $0.05 per annum multiplied by the number of shares issued and outstanding of Class C Common Stock, prorated on a daily basis over each calendar year, and adjusted, as appropriate, to reflect any variance in the preference number of such class of Partnership Unit (and, within such class, pro rata in proportion shares issued and outstanding from time to the respective Percentage Interests as of the last day of the period for which such allocation is made)time; and (F5) Thereafter, with respect the balance of the Net Income, if any, shall be allocated to the Partners holding Standard Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the their respective Percentage Interests as of the last day of the period for which such allocation is being made)Standard Percentages.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fb)(vi) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aa)(i); (Bii) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(Ba)(ii) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(Eb)(v) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(Eb)(v) below); (Ciii) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Ca)(iii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Db)(iv) below; (Div) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(Div) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(Cb)(iii); (Ev) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ea)(v), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (Fvi) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative that Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(6) below exceeds the cumulative exceed Net Income previously allocated to the General Partner pursuant to this subparagraph clause (i)(A1); (B2) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Partner under subparagraph (ii)(ESection 6.1.B(5) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners pursuant to subparagraph (ii)(ESection 6.1.B(5) belowhereof); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D4) equals the cumulative Net Loss Losses allocated to such Partners under subparagraph (ii)(CSection 6.1.B(3); (E5) Fifthfifth, to the holders of any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (F6) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (A) Firstfirst, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) SecondPartner, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph clause (i)(A) for the current and all prior periods equals the cumulative Net Loss allocated pursuant to the last sentence of clause (ii) hereof for all prior periods; and (B) second, to the holders of Units, including Class A Units, in proportion to and in reverse order of their prior allocations of Net Loss (other than pursuant to the last sentence of clause (ii) hereof) until the cumulative Net Income allocated pursuant to this clause (i)(B) for the current and all prior periods equals the cumulative Net Loss allocated to such DRO Partner under subparagraph holders (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners other than pursuant to subparagraph the last sentence of clause (ii)(Eii) below)hereof) for all prior periods; (C) Thirdthird, to the General Partner holders of Class A Units until the cumulative each holder of Class A Units has been allocated Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(C) equals in an amount equal to its Class A Preferred Return for the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowcurrent and all prior periods; (D) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation Class A Units until the cumulative each holder of Class A Units has been allocated Net Income allocated under pursuant to this subparagraph clause (i)(D) equals in an amount equal to the cumulative Net Loss Income (as defined in Article I of the Realty Agreement) allocated to a 31 Unit of the Realty Partnership for all prior periods (or portions thereof) from and after February 14, 1997 pursuant to Section 6.1(a)(i)(B) of the Realty Agreement, multiplied by the number of Class A Units held by such Partners under subparagraph (ii)(C);holder; and (E) Fifththereafter, the balance of Net Income, if any, shall be allocated to the holders of any Partnership Units that are entitled to any preference in distribution Units, including Class A Units, in accordance with the rights their respective holdings of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Units.

Net Income. Except as otherwise provided hereinin Sections 6.2.E, 6.2.F, 6.2.G, 6.2.I and 6.3, Net Income (or in the case of clause (4) below, Adjusted Net Income) for any Partnership Year or other applicable period shall be allocated in the following manner and order and of priority: (A1) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(F4) below exceeds in Section 6.2.0 for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)1) for all prior Partnership Years; (B2) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (3) in Section 6.2.0 for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(B2) equals for all prior Partnership Years; (3) Third, 100% to the cumulative Net Loss allocated Holders of Senior Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(EA) below (andwith respect to each Holder of Series A Preferred Units, among the DRO Partnersremainder, pro rata in proportion to their respective percentages if any, of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(E2)(A) below); (C) Third, to the General Partner until in Section 6.2.0 for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holder pursuant to this subparagraph clause (i)(C3)(A) equals for all prior Partnership Years and (B) with respect to each Holder of Series 1 Preferred Units, the remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner such Holder pursuant to subparagraph clause (ii)(D2)(B) below; (D) Fourth, to the holders of any in Section 6.2.0 for all prior Partnership Interests that are entitled to any preference in distribution upon liquidation until Years minus the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph Holder pursuant to this clause (ii)(C)3)(B) for all prior Partnership Years; (E4) FifthFourth, any remaining Adjusted Net Income (or Net Income to the holders extent there is insufficient Adjusted Net Income) to the Holders of any Partnership Senior Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to (A) with respect to Holders of Series A Preferred Units the amount excess of distributions received which are attributable the cumulative Series A Priority Return to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Partnership Year or to the date of redemption, to the extent Series A Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (4)(A) for which such allocation is made); and all prior Partnership Years and (FB) Thereafter, with respect to Partnership Holders of Series 1 Preferred Units that are not entitled the excess of the cumulative Series 1 Priority Return to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Partnership Year or to the date of redemption, to the extent Series 1 Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (4)(B) for which all prior Partnership Years; and (5) Fifth, 100% to the Holders of Common Units in accordance with their respective Percentage Interests in the Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.B are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation is being made)shall be made in proportion to the total amount that would have been allocated pursuant to such paragraph without regard to such shortfall.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 6.2 below, Net Income for any Partnership Year or other applicable period shall be allocated in as follows (and for this purpose, the following order and priority:holders of Class A Units shall be treated as if they were Original Limited Partners): (Ai) First, one hundred percent (100%) to the General Partner in an amount equal to the extent excess, if any, of (A) the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph Section 6.1(b)(v) and the last sentence of Section 6.1(b) for all prior fiscal years, over (ii)(FB) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A)Section 6.1(a)(i) for all prior fiscal years; (Bii) Second, one hundred percent (100%) to each DRO Partner until the Original Limited Partners in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to such Partners pursuant to Section 6.1(b)(iv) for all prior fiscal years, over (B) the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(BSection 6.1(a)(ii) equals the cumulative Net Loss for all prior fiscal years, which amount shall be allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata Partners in proportion to their respective percentages of the cumulative same proportions and in the reverse order as the Net Loss Losses were allocated to all DRO Partners pursuant to subparagraph (ii)(E) belowSection 6.1(b)(iv); (Ciii) Third, one hundred percent (100%) to the Partners in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to the Partners pursuant to Section 6.1(b)(iii) for all prior fiscal years, over (B) the cumulative Net Income allocated pursuant to this Section 6.1(a)(iii) for all prior fiscal years, which amount shall be allocated among the Partners in the same proportions and in the reverse order as the Net Losses were allocated pursuant to Section 6.1(b)(iii); (iv) Fourth, one hundred percent (100%) to the Original Limited Partners until the cumulative allocations of Net Income to each Original Limited Partner under this Section 6.1(a)(iv) for the current and all prior fiscal years equal the cumulative distributions paid to the Original Limited Partner pursuant to Section 5.1(a)(i) and Section 13.2(a)(iii); (v) Fifth, one hundred percent (100%) to the Original Limited Partners until the cumulative allocations of Net Income to each Original Limited Partner under this Section 6.1(a)(v) for the current and all prior fiscal years equal the sum of the cumulative amounts credited to such Partner's Cumulative Unpaid Priority Distribution Account and Cumulative Unpaid Accrued Return Account for the current and all prior fiscal years; and (vi) Thereafter, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the and any other holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) FifthClass B Units, to the holders of any Partnership Units that are entitled to any preference in distribution pro rata in accordance with the rights relative number of any other class of Partnership Class B Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)held by each.

Net Income. Except as otherwise provided herein, The Company's Net Income for any Partnership Year or other applicable period each Dividend Period shall be allocated in allocated, as of the following order and priorityclose of business for such Dividend Period, as follows: (Ai) First, pro rata, to the General Partner Adjusted Capital Account of each Preferred Member, in accordance with the percentage equal to the extent number of shares of Preferred Interests held by such Preferred Member over the cumulative Net Loss allocated total number of issued and outstanding shares of Preferred Interests, an amount equal to the General Partner pursuant to subparagraph excess of (ii)(Fx) below exceeds the cumulative amount of all Dividends (including Additional Dividends) accrued on the Preferred Interests from the issuance of the Preferred Interests through the close of business for such Dividend Period, over (y) the amount of Net Income allocated to the General Partner Preferred Members in respect of the Preferred Interests pursuant to this subparagraph Section 4.6(a)(i) (i)(A);and amounts, if any, allocated pursuant to Section 4.7(c) of this Agreement) for all prior Dividend Periods. (Bii) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Thirdrata, to the General Partner until Adjusted Capital Account of each Preferred Member, in accordance with the cumulative percentage equal to the number of shares of Preferred Interests held by such Preferred Member over the total number of issued and outstanding shares of Preferred Interests, an amount equal to the excess of (x) the amount of all Net Losses allocated to the Preferred Members from the date of issuance of the Preferred Interests through the close of business for such Dividend Period pursuant to Section 4.6(b)(ii) over (y) the amount of Net Income allocated to the General Partner Preferred Members in respect of the Preferred Interests pursuant to this subparagraph (i)(CSection 4.6(a)(ii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below;for all prior Dividend Periods. (Diii) FourthAny remaining Net Income shall be allocated, pro rata, to the holders Adjusted Capital Account of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Common Member.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Fb)(iv) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aa)(i); (Bii) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation in the order of the priorities of each such class (and within each such class pro rata in proportion to the amount of Net Losses allocated pursuant to subparagraph (b)(iii) below to the Partners in such class that have not previously been reversed by allocations of Net Income pursuant to this subparagraph (a)(ii)) until the cumulative Net Income allocated under this subparagraph (i)(Da)(ii) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(Cb)(iii); (Eiii) FifthThird, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ea)(iii), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (Fiv) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinin Sections 6.2.E, 6.2.F, 6.2.G and 6.3, Net Income (or in the case of clause (iv) or (vi) below, Adjusted Net Income) for any Partnership Year or other applicable period shall be allocated in the following manner and order and of priority:: LA\4346025.6 (Ai) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(Fv) below exceeds in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)i) for all prior Partnership Years; (Bii) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (iv) in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(Bii) equals for all prior Partnership Years; (iii) Third, 100% to the cumulative Net Loss allocated Holders of Series A Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(E) below (andthe remainder, among the DRO Partnersif any, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(Eiii) below); (C) Third, to the General Partner until in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holders pursuant to this subparagraph clause (i)(Ciii) equals for all prior Partnership Years; (iv) Fourth, 100% of the Adjusted Net Income (or Net Income to the extent there is insufficient Adjusted Net Income) to the Holders of Series A Preferred Units in an amount equal to the excess of the cumulative Series A Priority Return to the last day of the current Partnership Year or to the date of redemption or conversion, to the extent Series A Preferred Units are redeemed or converted during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for all prior Partnership Years; (v) Fifth, 100% to the Holders of Series B Preferred Units in an amount equal to the remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner such Holder pursuant to subparagraph clause (ii)(Dii) below; (D) Fourth, to the holders of any in Section 6.2.C for all prior Partnership Interests that are entitled to any preference in distribution upon liquidation until Years minus the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph Holders pursuant to this clause (ii)(C)v) for all prior Partnership Years; (Evi) FifthSixth, any remaining Adjusted Net Income (or Net Income to the holders extent there is insufficient Adjusted Net Income) to the Holders of any Partnership Series B Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to the amount excess of distributions received which are attributable the cumulative Series B Priority Return to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Partnership Year or to the date of redemption, to the extent Series B Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (vi) for which such allocation is made)all prior Partnership Years; and (Fvii) ThereafterSeventh, with respect 100% to Partnership the Holders of Common Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with their respective Percentage Interests in the terms Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.B are not sufficient to entirely satisfy the allocation set forth in such class (andparagraph, within such class, pro rata allocation shall be made in proportion to the respective Percentage Interests as of the last day of the period for which total amount that would have been allocated pursuant to such allocation is being made)paragraph without regard to such shortfall.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Ca)(i) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Db)(vi) below; (Dii) FourthSecond, to each Obligated Partner until the holders cumulative Net Income allocated to such Obligated Partner pursuant to this subparagraph (a)(ii) equals the cumulative Net Loss allocated to such Obligated Partner under subparagraph (b)(v) below (and, among the Obligated Partners, pro rata in proportion to their respective percentages of any Partnership Interests that are entitled the cumulative Net Loss allocated to any preference in distribution upon liquidation all Obligated Partners pursuant to subparagraph (b)(v) below); (iii) Third, to Holders of Series A Preferred Units until the cumulative Net Income allocated under this subparagraph (i)(Da)(iii) equals the cumulative Net Loss allocated to such Partners Holders under subparagraph (ii)(C)b)(iv) below; (Eiv) FifthFourth, to the holders Holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Series A Preferred Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ea)(iv), Net Income equal to the Series A Preferred Priority Return; (v) Fifth, to Holders of any Partnership Units that are entitled to any preference in distribution (other than Series A Preferred Units) until the cumulative Net Income allocated under this subparagraph (a)(v) equals the cumulative Net Loss allocated to such Holders under subparagraph (b)(iii); (vi) Sixth, to Holders of any Partnership Units that are entitled to any preference in distribution (other than Series A Preferred Units) until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (a)(vi), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made)Units; and (Fvii) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (A) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (DB) FourthSecond, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(Di)(B) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (EC) FifthThird, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ei)(C), Net Income equal to the amount of distributions received payable which are attributable to the preference of such class of Partnership Unit whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (FD) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(Fiv) below exceeds in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)i) for all prior Partnership Years; (Bii) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (iii) in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(Bii) equals for all prior Partnership Years; (iii) Third, 100% to the cumulative Net Loss allocated Holders of Senior Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(E) below (andthe remainder, among the DRO Partnersif any, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(Eii) below); (C) Third, to the General Partner until in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holder pursuant to this subparagraph clause (i)(Ciii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowfor all prior Partnership Years; (Div) Fourth, 100% of the Adjusted Net Income (or Net Income to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative extent there is insufficient Adjusted Net Income allocated under this subparagraph (i)(DIncome) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders Holders of any Partnership Senior Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to the sum of (i) in respect of the Series A Preferred Units in an amount of distributions received which are attributable equal to the preference excess of such class of Partnership Unit (and, within such class, pro rata in proportion the cumulative Series A Priority Return to the respective Percentage Interests as of the last day of the period for which current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series A Preferred Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series A Preferred Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such allocation is made); and year, over the cumulative Adjusted Net Income (For Net Income) Thereafter, with respect allocated to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms Holders of such class units pursuant to this clause (andiv) for all prior Partnership Years; (ii) in respect of the Series B Preferred Units, within such class, pro rata in proportion an amount equal to the respective Percentage Interests as excess of the cumulative Series B Priority Return to the last day of the period current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series B Preferred Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series B Preferred Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for which all prior Partnership Years and (iii) in respect of the Series 1 CPOP Units, an amount equal to the excess of the cumulative Series 1 CPOP Priority Return to the last day of the current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series 1 CPOP Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series 1 CPOP Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for all prior Partnership Years; and (v) Fifth, 100% to the Holders of Partnership Common Units in accordance with their respective Percentage Interests in the Partnership Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.A are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation is being made)shall be made in proportion to the total amount that would have been allocated pursuant to such paragraph without regard to such shortfall.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (A) 1. First, to the General Partner Partners holding OP Units to the extent the cumulative Net Loss allocated to the General Partner such holders pursuant to subparagraph (ii)(Fii)(D) below exceeds the cumulative Net Income allocated to the General Partner such holders pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partnerssuch holders, pro rata in proportion to their the respective percentages Percentage Interests as of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) belowlast day of the period for which such allocation is made); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth2. Second, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(DB) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth3. Third, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units (for the avoidance of doubt, the Series A-1 Common REIT Share Preference Amount does not constitute a preference in distribution for the purposes of this clause (C)) until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ei)(C)), Net Income equal to the amount of distributions received all accrued amounts which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and; 4. Fourth, to the REIT General Partner and any Subsidiary of the A-1 Series to the extent that the REIT General Partner and such Subsidiaries have received distributions equal to the Series A-1 Common REIT Share Preference Amount; 5. Fifth, to the holders of OP Units to the extent they have received distributions pursuant to clause (F3) of Section 5.01. 6. Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributiondistribution (for the avoidance of doubt, the Series A-1 Common REIT Share Preference Amount does not constitute a preference in distribution for the purposes of this clause (F)), pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of this Agreement, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds Managing Member until the cumulative Net Income allocated under this clause (1) equals the cumulative Net Losses allocated to the General Partner pursuant to this subparagraph (i)(AManaging Member under Section 6.1.B(6); (B2) Secondsecond, to each DRO Partner Member until the cumulative Net Income allocated to such DRO Partner pursuant to Member under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Partner Member under subparagraph Section 6.1.B(5) (ii)(E) below (and, and among the DRO PartnersMembers, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners Members pursuant to subparagraph (ii)(ESection 6.1.B(5) belowhereof); (C3) Thirdthird, to the General Partner Managing Member until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowManaging Member under Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D4) equals the cumulative Net Loss Losses allocated to such Partners Members under subparagraph (ii)(CSection 6.1.B(3); (E5) Fifthfifth, to the holders of any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are whether or not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (6) finally, with respect to Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, including the Common Units, among the classes of such Interests in a manner that reflects the relative terms of such classes (as reasonably determined by the Managing Member) (and, within each such class, pro rata in proportion to the respective Percentage Interests of such class as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of the Partnership Agreement, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative that Net Loss previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(6) below exceeds the cumulative exceed Net Income previously allocated to the General Partner pursuant to this subparagraph clause (i)(A1); (B2) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph Section 6.1.B(5) (ii)(E) below (and, and among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(ESection 6.1.B(5) belowhereof); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D4) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(CSection 6.1.B(3); (E5) Fifthfifth, to the holders of any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests, whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); (6) sixth, to the holders of any Partnership Interests that are not entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (6) equals the cumulative Net Loss allocated to such Partners under Section 6.1.B(2); and (F7) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (Ai) Firstfirst, to the General Partner to the extent the cumulative of Net Loss previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 1(b)(iii) below exceeds the cumulative for all prior fiscal years or other applicable periods exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A)Section 1(a)(i) for all prior fiscal years or other applicable periods; (Bii) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of holding any Partnership Interests that are entitled to any preference in distribution upon liquidation until to the cumulative extent that Net Loss previously allocated to such holders pursuant to Section l(b)(ii) below for all prior fiscal years or other applicable periods exceeds Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss previously allocated to such Partners under subparagraph (ii)(C)pursuant to this Section 1(a)(ii) for all prior fiscal years or other applicable periods; (Eiii) Fifththird, to Partners holding Partnership Interests of a class not entitled to preference in distribution to the extent that Net Loss previously allocated to such holders of pursuant to Section 1(b)(i) below for all prior fiscal years or other applicable periods exceeds Net Income previously allocated to such holders pursuant to this Section 1(a)(iii) for all prior fiscal years or other applicable periods; (iv) fourth, to Partners holding any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the excess of (A) the cumulative amount of preferred distributions received which such Partners are attributable entitled to receive to the preference last day of the current fiscal year or other applicable period or to the date of redemption, to the extent such class of Partnership Unit Interests are redeemed during such period, over (B) the cumulative Net Income allocated to such Partners, pursuant to this Section 1(a)(iv) for all prior fiscal years or other applicable periods (and, within each such class, pro rata in proportion to the respective Percentage share of such Partnership Interests each Partner holds as of the last day of the period for which such allocation is being made); and (Fv) Thereafterfifth, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributionthe allocation of Net Income, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the each Partner’s respective Percentage share of such Partnership Interests as of the last day of the period for which such allocation is being made). Provided, however, that the holders of the Series E Preferred Units shall be allocated an amount of the net “rents from real property” (within the meaning of Sec. 856(d) of the Code) of the Partnership equal to all amounts paid or accrued with respect to the Series E Preferred Units pursuant to Section 3.(a) of the Fifth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June , 2005 with respect to such fiscal year or other period in lieu of any allocation of Net Income or Net Loss under this Section 1 and the amount of Net Income and Net Loss of the Partnership for any fiscal year or other period shall be computed after taking into account the special allocation of such net income to the holders of the Series E Preferred Units.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (Ai) Firstfirst, to the General Partner to the extent the cumulative of Net Loss previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 1(b)(iii) below exceeds the cumulative for all prior fiscal years or other applicable periods exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A)Section 1(a)(i) for all prior fiscal years or other applicable periods; (Bii) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of holding any Partnership Interests that are entitled to any preference in distribution upon liquidation until to the cumulative extent that Net Loss previously allocated to such holders pursuant to Section l(b)(ii) below for all prior fiscal years or other applicable periods exceeds Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss previously allocated to such Partners under subparagraph (ii)(C)pursuant to this Section 1(a)(ii) for all prior fiscal years or other applicable periods; (Eiii) Fifththird, to Partners holding Partnership Interests of a class not entitled to preference in distribution to the extent that Net Loss previously allocated to such holders of pursuant to Section 1(b)(i) below for all prior fiscal years or other applicable periods exceeds Net Income previously allocated to such holders pursuant to this Section 1(a)(iii) for all prior fiscal years or other applicable periods; (iv) fourth, to Partners holding any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the excess of (A) the cumulative amount of preferred distributions received which such Partners are attributable entitled to receive to the preference last day of the current fiscal year or other applicable period or to the date of redemption, to the extent such class of Partnership Unit Interests are redeemed during such period, over (B) the cumulative Net Income allocated to such Partners, pursuant to this Section 1(a)(iv) for all prior fiscal years or other applicable periods (and, within each such class, pro rata in proportion to the respective Percentage share of such Partnership Interests each Partner holds as of the last day of the period for which such allocation is being made); and (Fv) Thereafterfifth, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributionthe allocation of Net Income, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the each Partner’s respective Percentage share of such Partnership Interests as of the last day of the period for which such allocation is being made). Provided, further, that the holders of the Series E Preferred Units and the Series F Preferred Units shall be allocated an amount of the net “rents from real property” (within the meaning of Sec. 856(d) of the Code) of the Partnership equal to all amounts paid or accrued with respect to the Series E Preferred Units and Series F Preferred Units, respectively, pursuant to Section 3.(a) of the Fifth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 16, 2005 and Section 3.(a) of the Sixth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 30, 2005, respectively, with respect to such fiscal year or other period in lieu of any allocation of Net Income or Net Loss under this Section 1 and the amount of Net Income and Net Loss of the Partnership for any fiscal year or other period shall be computed after taking into account the special allocation of such net income to the holders of the Series E Preferred Units and Series F Preferred Units, provided that the amount of net “rents from real property” that are allocated to the holders of the Series F Preferred Units with respect to any fiscal year or other period shall not exceed the amount of Net Income that would have been allocated to such holders under this Section 1 had the foregoing allocations of net “rents from real property” not been included in the Partnership Agreement.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 5.1(d), all items of income, gain, loss and deduction taken into account in computing Net Income for any Partnership Year or other applicable such taxable period shall be allocated in the following order and prioritysame manner as such Net Income is allocated hereunder: (Ai) First, 100% to the General Partner to until the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative aggregate Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (BSection 5.1(a)(i) Second, to each DRO Partner until for the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to current taxable year and all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, previous taxable years is equal to the General Partner until the cumulative aggregate Net Income Losses allocated to the General Partner pursuant to Section 5.1(b)(v) for all previous taxable years; (ii) Second, 100% to Partners holding Deferred Participation Interests, in the proportion of the number of Deferred Participation Interests held by each such Partner to the total number of Deferred Participation Interests then outstanding, until the aggregate Net Income allocated to such Partners pursuant to this subparagraph Section 5.1(a)(ii) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to such Partners pursuant to Section 5.1(b)(iv) for all previous taxable years; (i)(Ciii) equals Third, 100% to the cumulative Special Limited Partners, in the proportion of the number of SPUs held by each such Partner to the total number of SPUs then outstanding, until the aggregate Net Loss Income allocated to the Special Limited Partners pursuant to this Section 5.1(a)(iii) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to the Special Limited Partners pursuant to Section 5.1(b)(iii) for all previous taxable years; (iv) Fourth, 100% to the Limited Partners, in accordance with their respective Percentage Interests, until the aggregate Net Income allocated to the Limited Partners pursuant to this Section 5.1(a)(iv) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to the Limited Partners pursuant to Section 5.1(b)(ii) for all previous taxable years; and (v) Fifth, the balance, if any, 100% to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to and the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Limited Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the their respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Interests.

Net Income. Except as otherwise provided hereinin Sections 6.2.E, 6.2.F, 6.2.G, 6.2.H, 6.2.I and 6.3, Net Income (or, in the case of clause (4) below, Adjusted Net Income) for any Partnership Fiscal Year or other applicable period shall be allocated in the following manner and order and of priority: (A1) First, 100% to MIC in an amount equal to the General Partner to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner MIC pursuant to subparagraph clause (ii)(F4) below exceeds in Section 6.2.C for all prior Fiscal Years minus the cumulative Net Income allocated to the General Partner MIC pursuant to this subparagraph clause (i)(A)1) for all prior Fiscal Years; (B2) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (3) in Section 6.2.C for all prior Fiscal Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(B2) equals for all prior Fiscal Years; (3) Third, 100% to the cumulative Net Loss allocated Holders of Senior Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(EA) below (andwith respect to each Holder of Series A Preferred Units, among the DRO Partnersremainder, pro rata in proportion to their respective percentages if any, of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(E2)(A) below); (C) Third, to the General Partner until in Section 6.2.C for all prior Fiscal Years minus the cumulative Net Income allocated to the General Partner such Holder pursuant to this subparagraph clause (i)(C3)(A) equals for all prior Fiscal Years and (B) with respect to each Holder of Series 1 Preferred Units, the remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner such Holder pursuant to subparagraph clause (ii)(D2)(B) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until Section 6.2.C for all prior Fiscal Years minus the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph Holder pursuant to this clause (ii)(C)3)(B) for all prior Fiscal Years; (E4) FifthFourth, any remaining Adjusted Net Income (or Net Income to the holders extent there is insufficient Adjusted Net Income) to the Holders of any Partnership Senior Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to (A) with respect to Holders of Series A Preferred Units the amount excess of distributions received which are attributable the cumulative Series A Priority Return to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Fiscal Year or to the date of redemption, to the extent Series A Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (4)(A) for which such allocation is made); and all prior Fiscal Years and (FB) Thereafter, with respect to Partnership Holders of Series 1 Preferred Units that are not entitled the excess of the cumulative Series 1 Priority Return to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Fiscal Year or to the date of redemption, to the extent Series 1 Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (4)(B) for which all prior Fiscal Years; and (5) Fifth, 100% to the Holders of Common Units in accordance with their respective Percentage Interests in the Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.B are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation is being made)shall be made in proportion to the total amount that would have been allocated pursuant to such paragraph without regard to such shortfall.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, 100% to the General Partner Managing Member in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner Managing Member pursuant to subparagraph clause (ii)(Fiv) below exceeds in Section 6.2(b) for all prior Fiscal Years minus the cumulative Net Income allocated to the General Partner Managing Member pursuant to this subparagraph clause (i)(A)i) for all prior Fiscal Years; (Bii) Second, 100% to each DRO Partner until Holder (other than the Managing Member) in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (iii) in Section 6.2(b) for all prior Fiscal Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(Bii) equals for all prior Fiscal Years; (iii) Third, 100% to the cumulative Net Loss allocated Managing Member in an amount equal to such DRO Partner under subparagraph (ii)(E) below (andthe remainder, among the DRO Partnersif any, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners the Managing Member pursuant to subparagraph clause (ii)(Eii) below); (Cin Section 6.2(b) Third, to the General Partner until for all prior Fiscal Years minus the cumulative Net Income allocated to the General Partner Managing Member pursuant to this subparagraph clause (i)(Ciii) equals for all prior Fiscal Years; (iv) Fourth, 100% to each Holder in an amount equal to the remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner each such Holder pursuant to subparagraph clause (ii)(Di) below; (Din Section 6.2(b) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until for all prior Fiscal Years minus the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph Holder pursuant to this clause (ii)(C);v) for all prior Fiscal Year; and (Ev) Fifth, 100% to the holders Holders of any Partnership Common Units that are entitled to any preference in distribution in accordance with their respective Percentage Interests in the rights Common Units. To the extent the allocations of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal set forth above in any paragraph of this Section 6.2(a) are not sufficient to entirely satisfy the amount of distributions received which are attributable to the preference of allocation set forth in such class of Partnership Unit (andparagraph, within such class, pro rata allocation shall be made in proportion to the respective Percentage Interests as total amount that would have been allocated pursuant to such paragraph without regard to such shortfall. In making allocations pursuant to this Section 6.2(a) and Section 6.2(b), the Managing Member of the last day Company shall take into account the provisions of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Section 16.5 hereof.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set ---------- forth in Section 2 hereof, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following manner and order and of priority: (A1) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to To the General Partner until the cumulative allocations of Net Income under this Section 1(a)(1) equal the cumulative Net Losses allocated to the General Partner pursuant to this subparagraph under Section 1(b)(5) hereof. (i)(C2) equals To those Partners who have received allocations of Net Loss under Section 1(b)(4) hereof until the cumulative allocations of Net Income under this Section 1(a)(2) equal such cumulative allocations of Net Loss allocated (such allocation of Net Income to be in proportion to the cumulative allocations of Net Loss under such section to each such Partner). (3) To the General Partner until the cumulative allocations of Net Income under this Section 1(a)(3) equal the cumulative allocations of Net Loss to the General Partner pursuant to subparagraph (ii)(Dunder Section 1(b)(3) below;hereof. (D4) Fourth, to the holders To those Partners who have received allocations of any Partnership Interests that are entitled to any preference in distribution upon liquidation Net Loss under Section 1(b)(2) hereof until the cumulative allocations of Net Income allocated under this subparagraph Section 1(a)(4) equal such cumulative allocations of Net Loss (i)(D) equals such allocation of Net Income to be in proportion to the cumulative allocations of Net Loss allocated under such section to each such Partner). (5) To the Partners until the cumulative allocations of Net Income under this Section 1(a)(5) equal the cumulative allocations of Net Loss to such Partners under subparagraph Section 1(b)(1) hereof (ii)(C); (E) Fifth, to the holders such allocation of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata be in proportion to the cumulative allocations of Net Loss under such section to each such Partner). (6) Any remaining Net Income shall be allocated to the Partners who hold Common Partnership Units in proportion to their respective Percentage Interests as holders of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Common Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Units.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (A) Firstfirst, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) SecondPartner, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph Section 6.1(a)(i)(A) for the current and all prior periods equals the cumulative Net Loss allocated pursuant to Section 6.1(a)(ii)(D) for all prior periods; (i)(BB) second, to the holders of Units, including Class A Units, to the extent of, in proportion to and in reverse order of their prior allocations of Net Loss pursuant to Section 6.1(a)(ii)(C) until the cumulative Net Income allocated pursuant to this Section 6.1(a)(i)(B) for the current and all prior periods equals the cumulative Net Loss allocated to such DRO Partner holders pursuant to Section 6.1(a)(ii)(C) for all prior periods; (C) third, to the holders of Class A Units until each holder of Class A Units has been allocated Net Income pursuant to this Section 6.1(a)(i)(C) in an amount equal to its accrued Class A Special Distributions, if any; (D) fourth, to the holders of Class A Units until each holder of Class A Units has been allocated Net Income pursuant to this Section 6.1(a)(i)(D) in an amount equal to the excess of its accrued Class A Liquidation Preference Distributions, if any, over the portion of such holder's initial Capital Account balance allocable to the Class A Liquidation Preference; (E) fifth, to the extent the Partnership has made distributions pursuant to Section 6.2(c) to the holders of Units, including Class A Units, in accordance with and in proportion to distributions made under subparagraph Section 6.2(c); and - 4 - 109 (ii)(EF) below (andthereafter, among to the DRO Partnersholders of Units, pro rata including Class A Units, in accordance with and in proportion to their respective percentages holdings of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Units.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(Fiv) below exceeds in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)i) for all prior Partnership Years; (Bii) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (iii) in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(Bii) equals for all prior Partnership Years; (iii) Third, 100% to the cumulative Net Loss allocated Holders of Senior Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(E) below (andthe remainder, among the DRO Partnersif any, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(Eii) below); (C) Third, to the General Partner until in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holder pursuant to this subparagraph clause (i)(Ciii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowfor all prior Partnership Years; (Div) Fourth, 100% of the Adjusted Net Income (or Net Income to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative extent there is insufficient Adjusted Net Income allocated under this subparagraph (i)(DIncome) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders Holders of any Partnership Senior Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to the sum of (A) in respect of the Series A Preferred Units in an amount of distributions received which are attributable equal to the preference excess of such class of Partnership Unit (and, within such class, pro rata in proportion the cumulative Series A Priority Return to the respective Percentage Interests as of the last day of the period for which current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series A Preferred Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series A Preferred Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such allocation is made); and year, over the cumulative Adjusted Net Income (For Net Income) Thereafter, with respect allocated to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms Holders of such class units pursuant to this clause (andiv) for all prior Partnership Years; (B) in respect of the Series B Preferred Units, within such class, pro rata in proportion an amount equal to the respective Percentage Interests as excess of the cumulative Series B Priority Return to the last day of the period current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series B Preferred Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series B Preferred Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for which all prior Partnership Years; (C) in respect of the Series 1 CPOP Units, an amount equal to the excess of the cumulative Series 1 CPOP Priority Return to the last day of the current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series 1 CPOP Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series 1 CPOP Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for all prior Partnership Years; and (D) in respect of the Series C Preferred Units, an amount equal to the excess of the cumulative Series C Priority Return to the last day of the current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series C Preferred Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series C Preferred Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for all prior Partnership Years; and (v) Fifth, 100% to the Holders of Partnership Common Units in accordance with their respective Percentage Interests in the Partnership Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.A are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation is being made)shall be made in proportion to the total amount that would have been allocated pursuant to such paragraph without regard to such shortfall.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (A) First, to the General Partner Partners in proportion to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(Eii)(D) below); (C) Third, to the General Partner below until the cumulative Net Income allocated to the General Partner Partners pursuant to this subparagraph (i)(Ci)(A) equals the cumulative Net Loss allocated to the General Partner Partners pursuant to subparagraph (ii)(D) below; (DB) FourthSecond, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(Di)(B) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (EC) FifthThird, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ei)(C), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (FD) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except After making allocations pursuant to Section 6.2 and Section 6.6, as otherwise provided hereinapplicable, any remaining Net Income for any Partnership Year or other applicable period shall be allocated in the following manner and order and of priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO PartnersHolders of Class A Shares, pro rata in proportion to, and to their respective percentages the extent that, the amount of the cumulative Net Loss previously allocated to all DRO Partners such Holders exceeds the cumulative amount of Net Income previously allocated to such Holders pursuant to subparagraph (ii)(E) belowthis Section 6.1(a)(i); (Cii) Second, to the Holders of Class B Shares, pro rata in proportion to, and to the extent that, the amount of cumulative Net Loss previously allocated to such Holders exceeds the cumulative amount of Net Income previously allocated to such Holders pursuant to this Section 6.1(a)(ii); (iii) Third, to the General Partner until Holders of Class A Shares in an amount that will cause such allocation, together with the cumulative amount of all previous allocations of Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated Section 6.1(a)(iii), to be in proportion to, and to the General Partner extent of, cumulative distributions received by such Holders pursuant to subparagraph (ii)(DSections 5.1 and 5.3(a) belowwith respect to their Class A Shares for the current and all prior taxable years; (Div) Fourth, to the holders Holders of any Partnership Interests Class B Shares in an amount that are entitled to any preference in distribution upon liquidation until will cause such allocation, together with the cumulative amount of all previous allocations of Net Income allocated under pursuant to this subparagraph (i)(D) equals Section 6.1(a)(iv), to be in proportion to, and to the extent of, cumulative Net Loss allocated distributions received by such Holders pursuant to such Partners under subparagraph (ii)(C);Section 5.1 with respect to their Class B Shares for the current and all prior taxable years; and (Ev) Fifth, with respect to all other Net Income, 16.667% to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal Class A Shares and 83.333% to the amount Holders of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made)Class B Shares.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (Ai) Firstfirst, to the General Partner to the extent the cumulative that Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1(b)(iv) below exceeds the cumulative for all prior taxable years exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A)Section 6.1(a)(i) for all prior taxable years; (Bii) Secondsecond, to Partners holding Preferred Units to the extent that Net Losses previously allocated to such Partners pursuant to Section 6.1(b)(iii) below for all prior taxable years exceed Net Income previously allocated to such Partners pursuant to this Section 6.1(a)(ii) for all prior taxable years; (iii) third, to Partners holding Common Units to the extent that Net Losses previously allocated to such Partners pursuant to Section 6.1(b)(ii) below for all prior taxable years exceed Net Income previously allocated to such Partners pursuant to this Section 6.1(a)(iii) for all prior taxable years; (iv) fourth, to Partners holding Preferred Units in accordance with the rights of any such class of Partnership Interests until each DRO Partner until such Preferred Unit has been allocated Net Income equal to the excess of (x) the cumulative amount of preferred distributions such Partners are entitled to receive to the last day of the current taxable year or to the date of redemption to the extent such Partnership Interests are redeemed during such taxable year over (y) the cumulative Net Income allocated to such DRO Partner Partners, pursuant to this subparagraph (i)(BSection 6.1(a)(iv) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to for all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit prior taxable years (and, within each such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms share of such class (and, within such class, pro rata in proportion to the respective Percentage Interests Units each Partner holds as of the last day of the period for which such allocation is being made); (v) fifth, to Partners holding Common Units pro rata in proportion to and up to the amount of any distributions received by each such Partner pursuant to Section 5.1 hereof for the current taxable year or other taxable period (provided that for purposes of this Section 6.1(a)(v) the General Partner may include in the calculation of distributions received by a Partner during any taxable year or other taxable period of the Partnership any distributions received by the Partner on or before the thirtieth (30th) day following the end of the particular taxable year or other period of the Partnership, provided further that, if the General Partner elects to include the distribution in any such calculation, any such distribution shall be disregarded for purposes of determining allocations of income in the year in which it is actually made); and (vi) sixth, the remaining Net Income of the Partnership shall be allocated one hundred percent (100%) to the General Partner, the Company and their respective Subsidiaries and Affiliates (and any permitted transferee under Section 11.2 hereof) pro rata in proportion to the Common Units held by the General Partner, the Company and their respective Subsidiaries and Affiliates (and any permitted transferee under Section 11.2 hereof).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 6.2 below, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityas follows: (Ai) First, one hundred percent (100%) to the General Partner in an amount equal to the extent excess, if any, of (A) the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph Section 6.1(b)(ix) and the last sentence of Section 6.1(b) for all prior fiscal years, over (ii)(FB) below exceeds the cumulative Net Income allocated pursuant to this Section 6.1(a)(i) for all prior fiscal years; (ii) Second, one hundred percent (100%) to the Series A Preferred Partners in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to the Series A Preferred Partners pursuant to Section 6.1(b)(viii) for all prior fiscal years, over (B) the cumulative Net Income allocated pursuant to this Section 6.1(a)(ii), including any amounts allocated pursuant to Section 6.2(g) which were attributable to this Section 6.1(a)(ii), for all prior fiscal years; (iii) Third, one hundred percent (100%) to the Original Limited Partners in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to such Partners pursuant to Section 6.1(b)(iv) for all prior fiscal years, over (B) the cumulative Net Income allocated pursuant to this Section 6.1(a)(iii) for all prior fiscal years, which amount shall be allocated among such Partners in the same proportions and in the reverse order as the Net Losses were allocated pursuant to Section 6.1(b)(iv); (iv) Fourth, one hundred percent (100%) to the Original Limited Partners in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to such Partners pursuant to Section 6.1(b)(iii) for all prior fiscal years, over (B) the cumulative Net Income allocated pursuant to this Section 6.1(a)(iv) for all prior fiscal years, which amount shall be allocated among such Partners in the same proportions and in the reverse order as the Net Losses were allocated pursuant to Section 6.1(b)(iii); (v) Fifth, one hundred percent (100%) to the Series A Preferred Partners until the Series A Preferred Partners have been allocated an amount equal to the excess of the cumulative Series A Priority Return through the last day of the current fiscal year (determined without reduction for distributions made to date in satisfaction thereof) over the cumulative Net Income allocated to the General Series A Preferred Partners pursuant to this Section 6.1(a)(v), including any amounts allocated pursuant to Section 6.2(g) which were attributable to this Section 6.1(a)(v), for all prior periods; (vi) Sixth, one hundred percent (100%) to the Original Limited Partners until the cumulative allocations of Net Income to each Original Limited Partner under this Section 6.1(a)(vi) for the current and all prior fiscal years equal the cumulative distributions paid to the Original Limited Partner pursuant to Section 5.1(a)(i) and Section 13.2(a)(iv), provided, however, in the case of Original Limited Partners other than Class Z Branch Partners, no allocations of Net Income shall be made under this subparagraph (i)(A)Section 6.1(a)(vi) to such Limited Partners with respect to distributions made under Section 5.1(a)(i) and Section 13.2(a)(iv) after the Third Amendment Date; (vii) Seventh, one hundred percent (100%) to the Original Limited Partners until the cumulative allocations of Net Income to each Original Limited Partner under this Section 6.1(a)(vii) for the current and all prior fiscal years equal the sum of the cumulative amounts credited to such Partner's Cumulative Unpaid Priority Distribution Account and Cumulative Unpaid Accrued Return Account for the current and all prior fiscal years, provided, however, in the case of Original Limited Partners other than Class Z Branch Partners, no allocations of Net Income shall be made under this Section 6.1(a)(vii) with respect to amounts credited to such Partners' Cumulative Unpaid Priority Distribution Accounts and Cumulative Unpaid Accrued Return Accounts after the Third Amendment Date; and (viii) Eighth, one hundred percent (100%) to the Additional Limited Partners in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to the Additional Limited Partners pursuant to Section 6.1(b)(vii) for all prior fiscal years, over (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(BSection 6.1(a)(viii) equals the cumulative Net Loss for all prior fiscal years, which amount shall be allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata Additional Limited Partners in proportion to their respective percentages of the cumulative same proportions and in the reverse order as the Net Loss Losses were allocated to all DRO Partners pursuant to subparagraph (ii)(E) belowSection 6.1(b)(vii); (Cix) ThirdNinth, one hundred percent (100%) to the General Partner until Additional Limited Partners in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to the Additional Limited Partners pursuant to Section 6.1(b)(vi) for all prior fiscal years, over (B) the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(CSection 6.1(a)(ix) equals for all prior fiscal years, which amount shall be allocated among such Partners in the cumulative same proportions and in the reverse order as the Net Loss Losses were allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(CSection 6.1(b)(vi); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (Ai) Firstfirst, to the General Partner Members holding Class A Preferred Units to the extent the cumulative that Net Loss Losses previously allocated to the General Partner such Members pursuant to subparagraph (ii)(FSection 7.1(b)(iii) below exceeds the cumulative for all prior taxable years exceed Net Income previously allocated to the General Partner such Members pursuant to this subparagraph (i)(A)Section 7.1(a)(i) for all prior taxable years; (Bii) Secondsecond, to Members holding Class B Units to the extent that Net Losses previously allocated to such Members pursuant to Section 7.1(b)(ii) below for all prior taxable years exceed Net Income previously allocated to such Members pursuant to this Section 7.1(a)(ii) for all prior taxable years; (iii) third, to Members holding Class C Units to the extent that Net Losses previously allocated to such Members pursuant to Section 7.1(b)(i) below for all prior taxable years exceed Net Income previously allocated to such Members pursuant to this Section 7.1(a)(iii) for all prior taxable years; (iv) fourth, to Members holding Class A Preferred Units, pro rata in proportion to the number of Class A Preferred Units held by them, until each DRO Partner until such Class A Preferred Unit has been allocated Net Income equal to the excess of (x) the cumulative amount of preferred distributions such Members are entitled to receive pursuant to Section 6.1(b) hereof as of the last day of the current taxable year or to the date of redemption to the extent such Units are redeemed during such taxable year over (y) the cumulative Net Income allocated to such DRO Partner Members pursuant to this subparagraph Section 7.1(a)(iv) for all prior taxable years; (i)(Bv) equals the cumulative Net Loss allocated fifth, to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO PartnersMembers holding Class B Units, pro rata in proportion to their respective percentages and up to the excess of (x) the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders amount of any Partnership Interests that preferred distributions such Members are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis receive pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests Section 6.1(d) hereof as of the last day of the current taxable year or to the date of redemption to the extent such Units are redeemed during such taxable year (provided that for purposes of this Section 7.1(a)(v) the Manager Member may include in the calculation of distributions received by a Member during any taxable year or other taxable period of the LLC any distributions received by the Member on or before the thirtieth (30th) day following the end of the particular taxable year or other period of the LLC, provided further that, if the Manager Member elects to include the distribution in any such calculation, any such distribution shall be disregarded for purposes of determining allocations of income in the year in which it was actually made) over (y) the cumulative Net Income allocated to such allocation is made); andMembers pursuant to this Section 7.1(a)(v) for all prior taxable years, including for this purpose any amount treated as a guaranteed payment to such Members pursuant to Section 707(c) of the Code; (Fvi) Thereaftersixth, with respect to Partnership Members holding Class C Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to number of the respective Percentage Interests Class C Units held by them, until each such Class C Unit has been allocated Net Income equal to the excess of (x) the cumulative amount of distributions such Members are entitled to receive pursuant to Section 6.1(e) hereof as of the last day of the period current taxable year over (y) the cumulative Net Income allocated to such Members pursuant to this Section 7.1(a)(vi) for which such allocation is being made)all prior taxable years; and (vii) seventh, the remaining Net Income of the LLC shall be allocated (i) ninety five percent (95%)to the Members holding Class C Units, pro rata among them in proportion to the Class C Units held by them, and (ii) five percent (5%)to the Members holding Class A Preferred Units and Class B Units, pro rata among them in accordance with their respective Percentage Interests.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Ca)(i) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(Db)(vii) below; (Dii) FourthSecond, to each Obligated Partner until the holders cumulative Net Income allocated to such Obligated Partner pursuant to this subparagraph (a)(ii) equals the cumulative Net Loss allocated to such Obligated Partner under subparagraph (b)(vi) below (and, among the Obligated Partners, pro rata in proportion to their respective percentages of any Partnership Interests that are entitled the cumulative Net Loss allocated to any preference in distribution upon liquidation all Obligated Partners pursuant to subparagraph (b)(vi) below); (iii) Third, to Holders of Series A Preferred Units until the cumulative Net Income allocated under this subparagraph (i)(Da)(iii) equals the cumulative Net Loss allocated to such Partners Holders under subparagraph (ii)(C)b)(v) below; (Eiv) FifthFourth, to the holders Holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Series A Preferred Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(Ea)(iv), Net Income equal to the Series A Preferred Priority Return; (v) Fifth, to Holders of Series B Preferred Units until the cumulative Net Income allocated under this subparagraph (a)(v) equals the cumulative Net Loss allocated to such Holders under subparagraph (b)(iv) below; (vi) Sixth, to Holders of Series B Preferred Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (a)(vi), Net Income equal to the Series B Preferred Priority Return; (vii) Seventh, to Holders of any Partnership Units that are entitled to any preference in distribution ranking junior to the Series A Preferred Units and Series B Preferred Units, until the cumulative Net Income allocated under this subparagraph (a)(vii) equals the cumulative Net Loss allocated to such Holders under subparagraph (b)(iii); (viii) Eighth, to Holders of any Partnership Units that are entitled to any preference in distribution (other than Series A Preferred Units and Series B Preferred Units) until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (a)(viii), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made)Units; and (Fix) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 6.2 below, Net Income for any Partnership Year or other applicable period shall be allocated in as follows (and for this purpose, the following order and priority:holders of Class A Units shall be treated as if they were Original Limited Partners): (Ai) First, one hundred percent (100%) to the General Partner in an amount equal to the extent excess, if any, of (A) the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph Section 6.1(b)(viii) and the last sentence of Section 6.1(b) for all prior fiscal years, over (ii)(FB) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A)Section 6.1(a)(i) for all prior fiscal years; (Bii) Second, one hundred percent (100%) to each DRO Partner until the Original Limited Partners in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to such Partners pursuant to Section 6.1(b)(iv) for all prior fiscal years, over (B) the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(BSection 6.1(a)(ii) equals the cumulative Net Loss for all prior fiscal years, which amount shall be allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata Partners in proportion to their respective percentages of the cumulative same proportions and in the reverse order as the Net Loss Losses were allocated to all DRO Partners pursuant to subparagraph (ii)(E) belowSection 6.1(b)(iv); (Ciii) Third, one hundred percent (100%) to the General Partner until Original Limited Partners in an amount equal to the excess, if any, of (A) the cumulative Net Losses allocated to such Partners pursuant to Section 6.1(b)(iii) for all prior fiscal years, over (B) the cumulative Net Income allocated pursuant to this Section 6.1(a)(iii) for all prior fiscal years, which amount shall be allocated among such Partners in the same proportions and in the reverse order as the Net Losses were allocated pursuant to Section 6.1(b)(iii); (iv) Fourth, one hundred percent (100%) to the General Original Limited Partners until the cumulative allocations of Net Income to each Original Limited Partner under this Section 6.1(a)(iv) for the current and all prior fiscal years equal the cumulative distributions paid to the Original Limited Partner pursuant to Section 5.1(a)(i) and Section 13.2(a)(iii); (v) Fifth, one hundred percent (100%) to the Original Limited Partners until the cumulative allocations of Net Income to each Original Limited Partner under this subparagraph Section 6.1(a)(v) for the current and all prior fiscal years equal the sum of the cumulative amounts credited to such Partner's Cumulative Unpaid Priority Distribution Account and Cumulative Unpaid Accrued Return Account for the current and all prior fiscal years; (i)(Cvi) equals Sixth, one hundred percent (100%) to the Additional Limited Partners in an amount equal to the excess, if any, of (A) the cumulative Net Loss Losses allocated to the General Partner Additional Limited Partners pursuant to subparagraph Section 6.1(b)(vii) for all prior fiscal years, over (ii)(DB) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under pursuant to this subparagraph (i)(DSection 6.1(a)(vi) equals for all prior fiscal years, which amount shall be allocated among the cumulative Additional Limited Partners in the same proportions and in the reverse order as the Net Loss Losses were allocated pursuant to such Partners under subparagraph (ii)(CSection 6.1(b)(vii); (Evii) FifthSeventh, one hundred percent (100%) to the holders Additional Limited Partners in an amount equal to the excess, if any, of any Partnership Units that are entitled (A) the cumulative Net Losses allocated to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocatedAdditional Limited Partners pursuant to Section 6.1(b)(vi) for all prior fiscal years, on a over (B) the cumulative basis Net Income allocated pursuant to this subparagraph (i)(ESection 6.1(a)(vii) for all prior fiscal years, which amount shall be allocated among such Partners in the same proportions and in the reverse order as the Net Losses were allocated pursuant to Section 6.1(b)(vi), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).;

Net Income. Except as otherwise provided hereinin Section 5.2 and subsection (c) below (and subject to Section 5.3), Net Income for any Partnership Year or other applicable period shall be allocated among the Members in the following order and of priority: (Ai) First, Net Income shall be allocated to the General Partner Class B Members in proportion to their Class B Sharing Percentages, until the cumulative amount of Net Income allocated to the Class B Members pursuant to this paragraph for the current and all prior taxable years equals the cumulative amount of distributions made to the Class B Members pursuant to Section 5.4 for the current and all prior taxable years; (ii) Next, Net Income shall be allocated to the Class A Members in proportion to and to the extent of the excess, if any, of (i) the cumulative Net Loss allocated to the General Partner such Members pursuant to subparagraph Section 5.1(b)(iii) for all prior taxable years, over (ii)(Fii) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner Members pursuant to this subparagraph Section 5.1(a)(ii) for all prior taxable years; (i)(Biii) equals Next, Net Income shall be allocated to the Class A Members in proportion to and to the extent of the excess, if any, of (i) the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners Members pursuant to subparagraph Section 5.1(b)(ii) for all prior taxable years, over (ii)(Eii) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner such Members pursuant to this subparagraph Section 5.1(a)(iii) for all prior taxable years; (i)(Civ) Net Income shall be allocated to the Class A Members in proportion to their Class A Sharing Percentages, until the cumulative amount of Net Income allocated to the Class A Members pursuant to this paragraph for the current and all prior taxable years equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable made to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion Class A Members pursuant to Section 5.4 for the respective Percentage Interests as of the last day of the period for which such allocation is made)current and all prior taxable years; and (Fv) ThereafterThe balance, with respect if any, of the Net Income shall be allocated to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with all the terms of such class (and, within such class, pro rata Members in proportion to the their respective Percentage Interests as of the last day of the period for which such allocation is being made)Sharing Percentages.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of this Agreement and any special allocations required to be made pursuant to Section 6.1.E, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (Ai) Firstfirst, to the General Partner Initial Member to the extent the cumulative that Net Loss previously allocated to the General Partner Initial Member pursuant to subparagraph (ii)(FSection 6.1.B(iv) below exceeds the cumulative Net Income previously allocated to the General Partner Initial Member pursuant to this subparagraph clause (i)(Ai); (Bii) Secondsecond, to each DRO Partner the Initial Member until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(Bii) equals the cumulative Net Loss allocated to such DRO Partner the Initial Member under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) belowSection 6.1.B(iv); (Ciii) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourththird, to the holders of any Partnership Membership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(Diii) equals the cumulative Net Loss allocated to such Partners Members under subparagraph (ii)(CSection 6.1.B(iii); (Eiv) Fifthfourth, to the holders of any Partnership Units Membership Interests that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units Membership Interests until each such Partnership Unit Membership Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(Eiv), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Membership Interests, whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); (v) fifth, to the holders of any Membership Interests that are not entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (v) equals the cumulative Net Loss allocated to such Members under Section 6.1.B(ii); and (Fvi) Thereafterfinally, with respect to Partnership Units Membership Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative that Net Loss Losses previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 6.1.B(3) below exceeds the cumulative hereof for all prior taxable years exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A)Section 6.1.A(1) for all prior taxable years; (B2) Secondsecond, to Partners holding Class A Preferred Units to the extent that Net Losses previously allocated to such Partners pursuant to Section 6.1.B(2) hereof for all prior taxable years exceed Net Income previously allocated to such Partners pursuant to this Section 6.1.A(2) for all prior taxable years; (3) third, to Partners holding Common Units to the extent that Net Losses previously allocated to such Partners pursuant to Section 6.1.B(1) hereof for all prior taxable years exceed Net Income previously allocated to such Partners pursuant to this Section 6.1.A(3) for all prior taxable years; (4) fourth, to Partners holding Class A Preferred Units, pro rata in proportion to the number of Class A Preferred Units held by them, until each DRO Partner until such Class A Preferred Unit has been allocated Net Income equal to the excess of (x) the cumulative amount of preferred distributions such Partners are entitled to receive pursuant to Section 5.1 hereof as of the last day of the current taxable year or to the date of redemption to the extent such Partnership Interests are redeemed during such taxable year over (y) the cumulative Net Income allocated to such DRO Partner Partners pursuant to this subparagraph Section 6.1.A(4) for all prior taxable years; (i)(B5) equals the cumulative Net Loss allocated fifth, to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, Partners holding Common Units pro rata in proportion to their respective percentages and up to the amount of any distributions received by each such Partner pursuant to Section 5.1 hereof for the current taxable year or other taxable period (provided that for purposes of this Section 6.1.A(5) the General Partner may include in the calculation of distributions received by a Partner during any taxable year or other taxable period of the cumulative Net Loss allocated Partnership any distributions received by the Partner on or before the thirtieth (30th) day following the end of the particular taxable year or other period of the Partnership, provided further that, if the General Partner elects to all DRO Partners pursuant to subparagraph (ii)(E) belowinclude the distribution in any such calculation, any such distribution shall be disregarded for purposes of determining allocations of income in the year in which it is actually made);; and (C6) Thirdsixth, the remaining Net Income of the Partnership shall be allocated one hundred percent (100%) to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph and its Subsidiaries and Affiliates (i)(Cand any Parent Transferee or permitted transferee under Section 11.3 hereof) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the amount of distributions received which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the Common Units held by the General Partner and its respective Percentage Interests as of the last day of the period for which such allocation is made); and Subsidiaries and Affiliates (F) Thereafter, with respect to Partnership Units that are not entitled to and any preference in distribution Parent Transferee or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being madepermitted transferee under Section 11.3 hereof).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (Ai) Firstfirst, to the General Partner to the extent the cumulative of Net Loss previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 1(b)(iii) below exceeds the cumulative for all prior fiscal years or other applicable periods exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A)Section 1(a)(i) for all prior fiscal years or other applicable periods; (Bii) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of holding any Partnership Interests that are entitled to any preference in distribution upon liquidation until to the cumulative extent that Net Loss previously allocated to such holders pursuant to Section l(b)(ii) below for all prior fiscal years or other applicable periods exceeds Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss previously allocated to such Partners under subparagraph (ii)(C)pursuant to this Section 1(a)(ii) for all prior fiscal years or other applicable periods; (Eiii) Fifththird, to Partners holding Partnership Interests of a class not entitled to preference in distribution to the extent that Net Loss previously allocated to such holders of pursuant to Section 1(b)(i) below for all prior fiscal years or other applicable periods exceeds Net Income previously allocated to such holders pursuant to this Section 1(a)(iii) for all prior fiscal years or other applicable periods; (iv) fourth, to Partners holding any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the excess of (A) the cumulative amount of preferred distributions received which such Partners are attributable entitled to receive to the preference last day of the current fiscal year or other applicable period or to the date of redemption, to the extent such class of Partnership Unit Interests are redeemed during such period, over (B) the cumulative Net Income allocated to such Partners, pursuant to this Section 1(a)(iv) for all prior fiscal years or other applicable periods (and, within each such class, pro rata in proportion to the respective Percentage share of such Partnership Interests each Partner holds as of the last day of the period for which such allocation is being made); and (Fv) Thereafterfifth, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributionthe allocation of Net Income, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the each Partner's respective Percentage share of such Partnership Interests as of the last day of the period for which such allocation is being made). Provided, further, that the holders of the Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units shall be allocated an amount of the net “rents from real property” (within the meaning of Sec. 856(d) of the Code) of the Partnership equal to all amounts paid or accrued with respect to the Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units, respectively, pursuant to Section 3.(a) of the Fifth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 16, 2005, Section 3.(a) of the Sixth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 30, 2005 (as amended), Section 3.(a) of the Seventh Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of December 15, 2006, Section 3.(a) of the Eighth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of August 21, 2007 and Section 3.(a) of this Amendment, respectively, with respect to such fiscal year or other period in lieu of any allocation of Net Income or Net Loss under this Section 4 and the amount of Net Income and Net Loss of the Partnership for any fiscal year or other period shall be computed after taking into account the special allocation of such net income to the holders of the Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units, provided that the amount of net “rents from real property” that are allocated to the holders of the Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units with respect to any fiscal year or other period shall not exceed the amount of Net Income that would have been allocated to such holders under this Section 1 had the foregoing allocations of net “rents from real property” not been included in the Partnership Agreement.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (Ai) Firstfirst, to the General Partner to the extent the cumulative of Net Loss previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 1(b)(iii) below exceeds the cumulative for all prior fiscal years or other applicable periods exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A)Section 1(a)(i) for all prior fiscal years or other applicable periods; (Bii) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of holding any Partnership Interests that are entitled to any preference in distribution upon liquidation until to the cumulative extent that Net Loss previously allocated to such holders pursuant to Section l(b)(ii) below for all prior fiscal years or other applicable periods exceeds Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss previously allocated to such Partners under subparagraph (ii)(C)pursuant to this Section 1(a)(ii) for all prior fiscal years or other applicable periods; (Eiii) Fifththird, to Partners holding Partnership Interests of a class not entitled to preference in distribution to the extent that Net Loss previously allocated to such holders of pursuant to Section 1(b)(i) below for all prior fiscal years or other applicable periods exceeds Net Income previously allocated to such holders pursuant to this Section 1(a)(iii) for all prior fiscal years or other applicable periods; (iv) fourth, to Partners holding any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the excess of (A) the cumulative amount of preferred distributions received which such Partners are attributable entitled to receive to the preference last day of the current fiscal year or other applicable period or to the date of redemption, to the extent such class of Partnership Unit Interests are redeemed during such period, over (B) the cumulative Net Income allocated to such Partners, pursuant to this Section 1(a)(iv) for all prior fiscal years or other applicable periods (and, within each such class, pro rata in proportion to the respective Percentage share of such Partnership Interests each Partner holds as of the last day of the period for which such allocation is being made); and (Fv) Thereafterfifth, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributionthe allocation of Net Income, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the each Partner’s respective Percentage share of such Partnership Interests as of the last day of the period for which such allocation is being made). Provided, further, that the holders of the Series E Preferred Units, Series F Preferred Units and Series G Preferred Units shall be allocated an amount of the net “rents from real property” (within the meaning of Sec. 856(d) of the Code) of the Partnership equal to all amounts paid or accrued with respect to the Series E Preferred Units, Series F Preferred Units and Series G Preferred Units, respectively, pursuant to Section 3.(a) of the Fifth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 16, 2005, Section 3.(a) of the Sixth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 30, 2005 (as amended) and Section 3.(a) of the Seventh Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of December 12, 2006, respectively, with respect to such fiscal year or other period in lieu of any allocation of Net Income or Net Loss under this Section 1 and the amount of Net Income and Net Loss of the Partnership for any fiscal year or other period shall be computed after taking into account the special allocation of such net income to the holders of the Series E Preferred Units, Series F Preferred Units and Series G Preferred Units, provided that the amount of net “rents from real property” that are allocated to the holders of the Series F Preferred Units and Series G Preferred Units with respect to any fiscal year or other period shall not exceed the amount of Net Income that would have been allocated to such holders under this Section 1 had the foregoing allocations of net “rents from real property” not been included in the Partnership Agreement.

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (Ai) Firstfirst, to the General Partner to the extent the cumulative of Net Loss previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 1(b)(iii) below exceeds the cumulative for all prior fiscal years or other applicable periods exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A)Section 1(a)(i) for all prior fiscal years or other applicable periods; (Bii) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of holding any Partnership Interests that are entitled to any preference in distribution upon liquidation until to the cumulative extent that Net Loss previously allocated to such holders pursuant to Section l(b)(ii) below for all prior fiscal years or other applicable periods exceeds Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss previously allocated to such Partners under subparagraph (ii)(C)pursuant to this Section 1(a)(ii) for all prior fiscal years or other applicable periods; (Eiii) Fifththird, to Partners holding Partnership Interests of a class not entitled to preference in distribution to the extent that Net Loss previously allocated to such holders of pursuant to Section 1(b)(i) below for all prior fiscal years or other applicable periods exceeds Net Income previously allocated to such holders pursuant to this Section 1(a)(iii) for all prior fiscal years or other applicable periods; (iv) fourth, to Partners holding any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the excess of (A) the cumulative amount of preferred distributions received which such Partners are attributable entitled to receive to the preference last day of the current fiscal year or other applicable period or to the date of redemption, to the extent such class of Partnership Unit Interests are redeemed during such period, over (B) the cumulative Net Income allocated to such Partners, pursuant to this Section 1(a)(iv) for all prior fiscal years or other applicable periods (and, within each such class, pro rata in proportion to the respective Percentage share of such Partnership Interests each Partner holds as of the last day of the period for which such allocation is being made); and (Fv) Thereafterfifth, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributionthe allocation of Net Income, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the each Partner’s respective Percentage share of such Partnership Interests as of the last day of the period for which such allocation is being made). Provided, further, that the holders of the Series E Preferred Units, Series F Preferred Units, Series G Preferred Units and Series H Preferred Units shall be allocated an amount of the net “rents from real property” (within the meaning of Sec. 856(d) of the Code) of the Partnership equal to all amounts paid or accrued with respect to the Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, and Series H Preferred Units, respectively, pursuant to Section 3.(a) of the Fifth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 16, 2005, Section 3.(a) of the Sixth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 30, 2005 (as amended), Section 3.(a) of the Seventh Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of December 15, 2006, and Section 3.(a) of this Amendment, respectively, with respect to such fiscal year or other period in lieu of any allocation of Net Income or Net Loss under this Section 1 and the amount of Net Income and Net Loss of the Partnership for any fiscal year or other period shall be computed after taking into account the special allocation of such net income to the holders of the Series E Preferred Uxxxx, Series F Preferred Units, Series G Preferred Units and Series H Preferred Units, provided that the amount of net “rents from real property” that are allocated to the holders of the Series E Preferred Units, Series F Preferred Units, Series G Preferred Units and Series H Preferred Units with respect to any fiscal year or other period shall not exceed the amount of Net Income that would have been allocated to such holders under this Section 1 had the foregoing allocations of net “rents from real property” not been included in the Partnership Agreement.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C of this Agreement, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(A); (B) Second, to each DRO Partner Managing Member until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B1) equals the cumulative Net Loss Losses allocated to the Managing Member under Section 6.1.B(6); (2) second, to each DRO Member until the cumulative Net Income allocated such DRO Partner Member under subparagraph this clause (ii)(E2) below equals the cumulative Net Losses allocated such DRO Member under Section 6.1.B(5) (and, and among the DRO PartnersMembers, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners Members pursuant to subparagraph (ii)(ESection 6.1.B(5) belowhereof); (C3) Thirdthird, to the General Partner Managing Member until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowManaging Member under Section 6.1.B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph clause (i)(D4) equals the cumulative Net Loss Losses allocated to such Partners Members under subparagraph (ii)(CSection 6.1.B(3); (E5) Fifthfifth, to the holders of any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made); and (F) Thereafter, with respect to Partnership Units that are whether or not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (6) finally, with respect to Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, including the Common Units, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests of such class as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided hereinin Sections 6.2.E, 6.2.F, 6.2.G, 6.2.H, 6.2.I, 6.2.J and 6.3, Net Income (or, in the case of clause (4) below, Adjusted Net Income) for any Partnership Year or other applicable period shall be allocated in the following manner and order and of priority: (A1) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(F4) below exceeds in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)1) for all prior Partnership Years; (B2) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (3) in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(B2) equals for all prior Partnership Years; (3) Third, 100% to the cumulative Net Loss allocated Holders of Senior Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(EA) below (andwith respect to each Holder of Series A Preferred Units, among the DRO Partnersremainder, pro rata in proportion to their respective percentages if any, of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(E2)(A) below); (C) Third, to the General Partner until in Section 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holder pursuant to this subparagraph clause (i)(C3)(A) equals for all prior Partnership Years and (B) with respect to each Holder of Series 1 Preferred Units, the remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner such Holder pursuant to subparagraph clause (ii)(D2)(B) below; (D) Fourth, to the holders of any in Section 6.2.C for all prior Partnership Interests that are entitled to any preference in distribution upon liquidation until Years minus the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph Holder pursuant to this clause (ii)(C)3)(B) for all prior Partnership Years; (E4) FifthFourth, any remaining Adjusted Net Income (or Net Income to the holders extent there is insufficient Adjusted Net Income) to the Holders of any Partnership Senior Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to (A) with respect to Holders of Series A Preferred Units the amount excess of distributions received which are attributable the cumulative Series A Priority Return to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Partnership Year or to the date of redemption, to the extent Series A Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (4)(A) for which such allocation is made); and all prior Partnership Years and (FB) Thereafter, with respect to Partnership Holders of Series 1 Preferred Units that are not entitled the excess of the cumulative Series 1 Priority Return to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Partnership Year or to the date of redemption, to the extent Series 1 Preferred Units are redeemed during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (4)(B) for which all prior Partnership Years; and (5) Fifth, 100% to the Holders of Common Units in accordance with their respective Percentage Interests in the Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.B are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation is being made)shall be made in proportion to the total amount that would have been allocated pursuant to such paragraph without regard to such shortfall.

Net Income. Except as otherwise provided hereinAfter giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priorityallocated: (A1) Firstfirst, to the General Partner to the extent until the cumulative Net Loss Income allocated under this clause (1) equals the cumulative Net Losses allocated to the General Partner pursuant to subparagraph (ii)(F) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(Aunder Section 6.1B(6); (B2) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to under this subparagraph clause (i)(B2) equals the cumulative Net Loss Losses allocated to such DRO Partner under subparagraph Section 6.1B(5) (ii)(E) below (and, and among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners pursuant to subparagraph (ii)(ESection 6.1B(5) belowhereof); (C3) Thirdthird, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to under this subparagraph clause (i)(C3) equals the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph (ii)(D) belowunder Section 6.1B(4); (D4) Fourthfourth, to the holders of any Partnership Interests that are entitled to any preference upon liquidation until the cumulative Net Income allocated under this clause (4) equals the cumulative Net Losses allocated to such Partners under Section 6.1B(3); (5) fifth, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph clause (i)(E5), Net Income equal to the amount of distributions received which payable that are attributable to the preference of such class of Partnership Unit Interests whether or not paid (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); and (F6) Thereafterfinally, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year fiscal year or other applicable period shall be allocated in the following order and priority: (Ai) Firstfirst, to the General Partner to the extent the cumulative of Net Loss previously allocated to the General Partner pursuant to subparagraph (ii)(FSection 1(b)(iii) below exceeds the cumulative for all prior fiscal years or other applicable periods exceed Net Income previously allocated to the General Partner pursuant to this subparagraph (i)(A)Section 1(a)(i) for all prior fiscal years or other applicable periods; (Bii) Secondsecond, to each DRO Partner until the cumulative Net Income allocated to such DRO Partner pursuant to this subparagraph (i)(B) equals the cumulative Net Loss allocated to such DRO Partner under subparagraph (ii)(E) below (and, among the DRO Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all DRO Partners pursuant to subparagraph (ii)(E) below); (C) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (i)(C) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) below; (D) Fourth, to the holders of holding any Partnership Interests that are entitled to any preference in distribution upon liquidation until to the cumulative extent that Net Loss previously allocated to such holders pursuant to Section l(b)(ii) below for all prior fiscal years or other applicable periods exceeds Net Income allocated under this subparagraph (i)(D) equals the cumulative Net Loss previously allocated to such Partners under subparagraph (ii)(C)pursuant to this Section 1(a)(ii) for all prior fiscal years or other applicable periods; (Eiii) Fifththird, to Partners holding Partnership Interests of a class not entitled to preference in distribution to the extent that Net Loss previously allocated to such holders of pursuant to Section 1(b)(i) below for all prior fiscal years or other applicable periods exceeds Net Income previously allocated to such holders pursuant to this Section 1(a)(iii) for all prior fiscal years or other applicable periods; (iv) fourth, to Partners holding any Partnership Units Interests that are entitled to any preference in distribution in accordance with the rights of any other such class of Partnership Units Interests until each such Partnership Unit Interest has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income equal to the excess of (A) the cumulative amount of preferred distributions received which such Partners are attributable entitled to receive to the preference last day of the current fiscal year or other applicable period or to the date of redemption, to the extent such class of Partnership Unit Interests are redeemed during such period, over (B) the cumulative Net Income allocated to such Partners, pursuant to this Section 1(a)(iv) for all prior fiscal years or other applicable periods (and, within each such class, pro rata in proportion to the respective Percentage share of such Partnership Interests each Partner holds as of the last day of the period for which such allocation is being made); and (Fv) Thereafterfifth, with respect to Partnership Units Interests that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distributionthe allocation of Net Income, pro rata to each such class in accordance with the terms of such class (and, within each such class, pro rata in proportion to the each Partner's respective Percentage share of such Partnership Interests as of the last day of the period for which such allocation is being made).

Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority: (Ai) First, 100% to the General Partner in an amount equal to the extent remainder, if any, of the cumulative Net Loss Losses allocated to the General Partner pursuant to subparagraph clause (ii)(Fiv) below exceeds in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this subparagraph clause (i)(A)i) for all prior Partnership Years; (Bii) Second, 100% to each DRO Partner until Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to clause (iii) in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to such DRO Partner Holder pursuant to this subparagraph clause (i)(Bii) equals for all prior Partnership Years; (iii) Third, 100% to the cumulative Net Loss allocated Holders of Series A Preferred Units in an amount equal to such DRO Partner under subparagraph (ii)(E) below (andthe remainder, among the DRO Partnersif any, pro rata in proportion to their respective percentages of the cumulative Net Loss Losses allocated to all DRO Partners such Holder pursuant to subparagraph clause (ii)(Eii) below); (C) Third, to the General Partner until in Section 6.2.B for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner such Holder pursuant to this subparagraph clause (i)(Ciii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (ii)(D) belowfor all prior Partnership Years; (Div) Fourth, 100% of the Adjusted Net Income (or Net Income to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative extent there is insufficient Adjusted Net Income allocated under this subparagraph (i)(DIncome) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C); (E) Fifth, to the holders Holders of any Partnership Series A Preferred Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(E), Net Income an amount equal to the amount excess of distributions received which are attributable the cumulative Series A Priority Return to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period current Partnership Year or, if earlier, to the date of redemption or conversion, or the payment in full of all amounts due to holders of Series A Preferred Units upon the liquidation, dissolution or winding up of the Partnership, to the extent Series A Preferred Units are redeemed or converted, or the Partnership is dissolved or adopts a plan of liquidation, during such year, over the cumulative Adjusted Net Income (or Net Income) allocated to the Holders of such units pursuant to this clause (iv) for which such allocation is made)all prior Partnership Years; and (Fv) ThereafterFifth, with respect 100% to the Holders of Partnership Common Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with their respective Percentage Interests in the terms Partnership Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.A are not sufficient to entirely satisfy the allocation set forth in such class (andparagraph, within such class, pro rata allocation shall be made in proportion to the respective Percentage Interests as of the last day of the period for which total amount that would have been allocated pursuant to such allocation is being made)paragraph without regard to such shortfall.