Common use of Net Income Clause in Contracts

Net Income. Except as provided in Sections 6.2.B.3 and 6.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner 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.B.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner pursuant to this Section 6.2.B.1

Net Income. Except as provided in Sections 6.2.B.3 and 6.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a6.2.B.1(a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner 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.B.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner pursuant to this Section 6.2.B.16.2.B.1(d) for all prior Partnership Years; (e) Fifth, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the excess of (i) the cumulative Priority Return on such Partner’s Preferred Units to the last day of the current Partnership Year or to the date of redemption of such Preferred Units, to the extent such Preferred Units are redeemed during such year, over (ii) the cumulative Net Income allocated to the General Partner or such Preferred Limited Partner, as applicable, pursuant to this Section 6.2.B.1(e) for all prior Partnership Years; and (f) Sixth, 100% to the General Partner and the Limited Partners 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.1 are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation shall be made in proration to the total amount that would have been allocated pursuant to such paragraph without regard to such shortfall.

Net Income. Except as provided in Sections 6.2.B.3 and 6.3, Net Income for any Partnership Year shall be ---------- allocated in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.B.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a) for all prior Partnership Years; (b) Second, 100% to each the Series A Limited Partner Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such the Series A Limited Partner Partners pursuant to Section 6.2.B.2(c6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such the Series A Limited Partner Partners pursuant to this Section 6.2.B.1(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Common Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner pursuant to this Section 6.2.B.1

Net Income. Except as provided in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner Holder of Partnership Interests in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Limited Partner Holder pursuant to Section 6.2.B.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner Holder pursuant to this Section 6.2.B.1(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Holders of Preferred Limited Partners Units in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners Holders pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner Holders pursuant to this Section 6.2.B.1

Net Income. Except as provided in Sections 6.2.B.3 and 6.3Section 6.2.B.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner 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.B.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b) for all prior Partnership Years, and to the extent such allocations of Net Income are not sufficient to entirely offset such Net Losses, such allocations shall be made in proportion to the total amount that would have been allocated pursuant to this Section 6.2.B.1(b) without regard to such shortfall; (c) Third, 100% to the General Partner and any in respect of the Series A Preferred Limited Partners Units in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners the Series A Preferred Units pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner Series A Preferred Units pursuant to this Section 6.2.B.1

Net Income. Except as provided in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a6.2.B.1(a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner Holder of Partnership Interests in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Limited Partner Holder pursuant to Section 6.2.B.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner Holder pursuant to this Section 6.2.B.1(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Holders of Preferred Limited Partners Units in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners Holders pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner Holders pursuant to this Section 6.2.B.1

Net Income. Except as otherwise provided in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated to the Partners in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.A.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.16.2.A. (1) (a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner 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.B.2(c6.2.A.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b6.2.A. (1) (b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a6.2.A.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner pursuant to this Section 6.2.B.16.2.A. (1) (c) for all prior Partnership Years; (d) Fourth, to each of the Partners in accordance with their respective Percentage Interests. (1) are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation 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 in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated to the Partners in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.A.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a6.2.A(1)(a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner 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.B.2(c6.2.A.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b6.2.A(1)(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a6.2.A.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner pursuant to this Section 6.2.B.16.2.A(1)(c) for all prior Partnership Years; (d) Fourth, to each of the Partners in accordance with their respective Percentage Interests. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.A(1) are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation 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 in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated to the Partners in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.A.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.16.2.A. (1) (a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner 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.B.2(c6.2.A.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b6.2.A. (1) (b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in proportion, and in an amount equal equal, to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a6.2.A.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner pursuant to this Section 6.2.B.16.2.A. (1) (c) for all prior Partnership Years; (d) Fourth, to each of the Partners in accordance with their respective Percentage Interests. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.A.(1) are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation 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 provided in Sections 6.2.B.3 6.2.E, 6.2.F and 6.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: (ai) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to clause (iii) in Section 6.2.B.2(d) 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 clause (ai) for all prior Partnership Years; (bii) Second, 100% to each Limited Partner Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Limited Partner Holder pursuant to clause (ii) in Section 6.2.B.2(c) 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner Holder pursuant to this Section 6.2.B.1(bclause (ii) for all prior Partnership Years; (ciii) Third, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners each Holder in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner Holder pursuant to clause (i) in Section 6.2.B.2(a) 6.2.C for all prior Partnership Years minus the cumulative Net Income allocated to each Partner Holder pursuant to this clause (iii) for all prior Partnership Years; and (iv) Fourth, 100% to the Holders of Partnership Units in accordance with their respective Percentage Interests. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.B.16.2.B are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation 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 provided in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.B.2(e) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a6.2.B.1(a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner Holder of Partnership Interests in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Limited Partner Holder pursuant to Section 6.2.B.2(c6.2.B.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner Holder pursuant to this Section 6.2.B.1(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Holders of Preferred Limited Partners Units in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners Holders pursuant to Section 6.2.B.2(b6.2.B.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners Holders pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners Holders of Class B Common Units in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner Holder pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to each Holder pursuant to this Section 6.2.B.1(d) for all prior Partnership Years; (e) Fifth, 100% to the Holders of Class A Common Units, in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner Holder pursuant to this Section 6.2.B.16.2.B.1(e) for all prior Partnership Years; (f) Sixth, 100% to the Holders of Preferred Units, with respect to each series of Preferred Units, in an amount equal to the excess of (i) the cumulative Priority Return to the last day of the current Partnership Year or to the date of redemption of such Preferred Units, to the extent such Preferred Units are redeemed during such year, over (ii) the cumulative Net Income allocated to the Holders of such Preferred Units, pursuant to this Section 6.2.B.1(f) for all prior Partnership Years; (g) Seventh, 100% to the Holders of Class B Common Units in an amount equal to the excess of (i) the cumulative Class B Distributions made in the current and all prior Partnership Years over (ii) the cumulative Net Income allocated to the Holders of such Class B Common Units, pursuant to this Section 6.2.B.1(g) for all prior Partnership Years; and (h) Eighth, 100% to the Holders of Class A Common Units in accordance with their respective Percentage Interests in the Class A Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.B.1 are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation 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 in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated to the Partners in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.A.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a6.2.A.(1)(a) for all prior Partnership Years;; Table of Contents (b) Second, 100% to each Limited Partner 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.B.2(c6.2.A.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b6.2.A.(1)(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners the General Partner pursuant to Section 6.2.B.2(b6.2.A.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners Partner pursuant to this Section 6.2.B.1(c6.2.A.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a6.2.A.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner pursuant to this Section 6.2.B.16.2.A.(1)(d) for all prior Partnership Years; (e) Fifth, to the General Partner in an amount equal to the excess of (i) 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 (ii) the cumulative Net Income allocated to the General 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 Common-Equivalent Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.A.(1) are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation 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 provided in Sections 6.2.B.3 and 6.3Section 6.2.B.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner 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.B.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any other Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner pursuant to this Section 6.2.B.1(d) for all prior Partnership Years; (e) Fifth, 100% to the General Partner and any other Preferred Partners in an amount equal to the excess of (i) the sum of (x) in respect of the Series A Preferred Units, 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, to the extent Series A Preferred Units are redeemed during such year, and (y) in respect of the Series B Preferred Units, an amount equal to the cumulative Series B Priority Return to the last day of the current Partnership Year or to the date of redemption, to the extent Series B Preferred Units are redeemed during such year, over (ii) the cumulative Net Income allocated to the General Partner or such Preferred Partner, as applicable, pursuant to this Section 6.2.B.1

Net Income. Except as provided in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.B.2(e) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a6.2.B.1(a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner Holder of Partnership Interests in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Limited Partner Holder pursuant to Section 6.2.B.2(c6.2.B.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner Holder pursuant to this Section 6.2.B.1(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Holders of Preferred Limited Partners Units in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners Holders pursuant to Section 6.2.B.2(b6.2.B.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners Holders pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners Holders of Class B Common Units in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner Holder pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to each Holder pursuant to this Section 6.2.B.1(d) for all prior Partnership Years (e) Fifth, 100% to the Holders of Class A Common Units, in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Holder pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner Holder pursuant to this Section 6.2.B.16.2.B.1(e) for all prior Partnership Years; (f) Sixth, 100% to the Holders of Preferred Units, with respect to each series of Preferred Units, in an amount equal to the excess of (i) the cumulative Priority Return to the last day of the current Partnership Year or to the date of redemption of such Preferred Units, to the extent such Preferred Units are redeemed during such year, over (ii) the cumulative Net Income allocated to the Holders of such Preferred Units, pursuant to this Section 6.2.B.1(f) for all prior Partnership Years; (g) Seventh, 100% to the Holders of Class B Common Units in an amount equal to the excess of (i) the cumulative Class B Distributions made in the current and all prior Partnership Years over (ii) the cumulative Net Income allocated to the Holders of such Class B Common Units, pursuant to this Section 6.2.B.1(g) for all prior Partnership Years; and (h) Eighth, 100% to the Holders of Class A Common Units in accordance with their respective Percentage Interests in the Class A Common Units. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.B.1 are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation 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 in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated to the Partners in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.A.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.16.2.A. (1) (a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner 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.B.2(c6.2.A.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b6.2.A. (1) (b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in proportion, and in an amount equal equal, to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a6.2.A.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner pursuant to this Section 6.2.B.16.2.A. (1) (c) for all prior Partnership Years; (d) Fourth, to each of the Partners in accordance with their respective Percentage Interests. (1) are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation 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 provided in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.B.2(e) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a6.2.B.1(a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner Holder of Partnership Interests in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Limited Partner Holder pursuant to Section 6.2.B.2(c6.2.B.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner Holder pursuant to this Section 6.2.B.1(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Holders of Preferred Limited Partners Units in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners Holders pursuant to Section 6.2.B.2(b6.2.B.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner Holders pursuant to this Section 6.2.B.1

Net Income. Except as otherwise provided in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated to the Partners in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.A.2(d) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a6.2.A.(1)(a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner 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.B.2(cSections 6.2.A.2(a), (b) and (c) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b6.2.A.(1)(b) for all prior Partnership Years; (c) Third, 100% to each of the General Partner and any Preferred Limited Partners in an accordance with their respective Percentage Interests. In determining the amount equal to the remainder, if any, of the cumulative Net Income and cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative a Partner, Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to each a predecessor or transferor to such Partner shall be taken into account. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.A.(1) are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation shall be made in proportion to the total amount that would have been allocated pursuant to Section 6.2.B.2(a) for all prior Partnership Years minus the cumulative Net Income allocated such paragraph without regard to each Partner pursuant to this Section 6.2.B.1such shortfall.

Net Income. Except as otherwise provided in Sections 6.2.B.3 and Section 6.3, Net Income for any Partnership Year shall be allocated to the Partners in the following manner and order of priority: (a) First, 100% to the General Partner in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to the General Partner pursuant to Section 6.2.B.2(d6.2.A.2(c) for all prior Partnership Years minus the cumulative Net Income allocated to the General Partner pursuant to this Section 6.2.B.1 (a6.2.A.(1)(a) for all prior Partnership Years; (b) Second, 100% to each Limited Partner 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.B.2(c6.2.A.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Limited Partner pursuant to this Section 6.2.B.1(b6.2.A.(1)(b) for all prior Partnership Years; (c) Third, 100% to the General Partner and any Preferred Limited Partners in an amount equal to the remainder, if any, of the cumulative Net Losses allocated to such Partners pursuant to Section 6.2.B.2(b) for all prior Partnership Years minus the cumulative Net Income allocated to such Partners pursuant to this Section 6.2.B.1(c) for all prior Partnership Years; (d) Fourth, 100% to the General Partner and the Limited Partners in proportion, and in an amount equal equal, to the remainder, if any, of the cumulative Net Losses allocated to each such Partner pursuant to Section 6.2.B.2(a6.2.A.2(a) for all prior Partnership Years minus the cumulative Net Income allocated to each Partner pursuant to this Section 6.2.B.16.2.A.(1)(c) for all prior Partnership Years; (d) Fourth, to each of the Partners in accordance with their respective Percentage Interests. To the extent the allocations of Net Income set forth above in any paragraph of this Section 6.2.A.(1) are not sufficient to entirely satisfy the allocation set forth in such paragraph, such allocation shall be made in proportion to the total amount that would have been allocated pursuant to such paragraph without regard to such shortfall.