Common use of Net Losses Clause in Contracts

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, 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 Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationdistribution, 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, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Partnership Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C6.5, and subject to Section 6.1.C, Net Losses for each Fiscal Year (or portion thereof) shall be allocatedallocated as follows: (1i) first, to the holders Holders of Partnership InterestsUnits, in proportion to, to and to the extent that, their share of the excess of (i) the cumulative Net Income previously allocated to such holders pursuant to Section 6.1.A(66.1.A(iv), over (ii) exceeds, on a cumulative basis, the sum of (aA) the aggregate distributions with respect to such Partnership Interests Units pursuant to clause (ii) of Section 5.1.B 5.1.B, and (bB) the cumulative allocations of Net Losses allocated under to such holders pursuant to this clause (1)Section 6.1.B(i) for all prior taxable years; (2ii) second, with respect to classes of Partnership Interests Units that are not entitled to any preference in distribution upon liquidation, 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 Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(26.1.B(ii) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests Units that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year Fiscal Year (or portion thereof)); (3iii) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(36.1.B(iii) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year Fiscal Year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6iv) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(66.1.A(4) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, 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 Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (64) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocatedallocated to the Partners as follows: (1) firstTo the Partners who hold Common Partnership Units in accordance with their respective Percentage Interests held with respect to Common Partnership Units, except as otherwise provided in this Section 6.1.B. (2) To the extent that an allocation of Net Loss under Section 6.1.B.(1) would cause a Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit of such Partner), such Net Loss shall instead be allocated to those Partners, if any, for whom such allocation of Net Loss would not cause or increase an Adjusted Capital Account Deficit. Solely for purposes of this Section 6.1.B.(2), the Adjusted Capital Account Deficit, in the case of the Post Partners, shall be determined without regard to the holders amount credited to the Post Partners' respective Capital Accounts for the aggregate Liquidation Preference Amount attributable to Preferred Partnership Units and without regard to any deemed deficit restoration obligation of Partnership Intereststhe General Partner recognized under Regulations Section 1.704-1(b)(2)(ii)(c)(2); and in the case of a Principal or a Principal-Controlled Partnership, shall be determined without regard to such Partner's deficit Capital Account restoration obligation under Section 13.3.B hereof. The Net Loss allocated under this Section 6.1.B.(2) shall be allocated among the Partners who may receive such allocation in proportion to, to and to the extent that, their share of the respective amounts of Net Income previously Loss that could be allocated pursuant to such Partners without causing such Partners to have an Adjusted Capital Account Deficit. (3) Any remaining Net Loss that cannot be allocated under Sections 6.1.B.(1) and (2) hereof shall be allocated to the Post Partners in proportion to their respective Percentage Interests with respect to Preferred Partnership Units, to the extent that such allocation of Net Loss would not cause or increase an Adjusted Capital Account Deficit of the Post Partners determined, in the case of the General Partner, without regard to any deemed deficit restoration obligation of the General Partner recognized under Regulations Section 6.1.A(61.704-1(b)(2)(ii)(c)(2). (4) exceedsAny remaining Net Loss shall be allocated to the Principals and the Principal-Controlled Partnerships in accordance with their respective Percentage Interests in Common Partnership Units; provided that if, on after the death of a cumulative basisPrincipal, the sum estate of (a) distributions such Principal or any Principal-Controlled Partnership with respect to such Partnership Interests Principal elects pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated 13.3.C hereof to eliminate or reduce its deficit Capital Account restoration obligation under this clause (1); (2) secondSection 13.3.B hereof, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, 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 Net Losses shall not be allocated to any such Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or would increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount Deficit of such preferred distribution to be made upon liquidationPartner) at as of the end of such taxable year (or portion thereof); (3) thirdyear, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses instead shall not be allocated to any Partner pursuant those Principals and Principal- Controlled Partnerships as to this Section 6.1.B(3) to whom the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by foregoing limitation does not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount;apply. (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been Any remaining Net Loss shall be allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocatedallocated to the Partners as follows: (1) first, to To the holders of Partners who hold Common Partnership Interests, Units in proportion to, and to the extent that, accordance with their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions respective Percentage Interests held with respect to such Common Partnership Interests pursuant to clause (ii) of Units, except as otherwise provided in this Section 5.1.B and (b) Net Losses allocated under this clause (1);6.1.B. (2) secondTo the extent that an allocation of Net Loss under Section 6.1.B.(1) would cause a Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit of such Partner), such Net Loss shall instead be allocated to those Partners, if any, for whom such allocation of Net Loss would not cause or increase an Adjusted Capital Account Deficit. Solely for purposes of this Section 6.1.B.(2), the Adjusted Capital Account Deficit shall be determined (i) in the case of the Post Partners, without regard to the amount credited to the Post Partners' respective Capital Accounts for the aggregate Liquidation Preference Amount attributable to Preferred Partnership Units and without regard to any deemed deficit restoration obligation of the General Partner recognized under Regulations Section 1.704-1(b)(2)(ii)(c)(2), and (ii) in the case of an Electing Partner, Principal or a Principal-Controlled Partnership, without regard to such Partner's deficit Capital Account restoration obligation under Section 13.3 hereof. The Net Loss allocated under this Section 6.1.B.(2) shall be allocated among the Limited Partners who may receive such allocation in proportion to their respective Percentage Interests in Common Partnership Units, but for any particular Limited Partner not in excess of the maximum amount of Net Loss that could be allocated to such Partner without causing such Partner to have an Adjusted Capital Account Deficit. (3) Any remaining Net Loss that cannot be allocated under Sections 6.1.B.(1) and (2) hereof shall be allocated to the Post Partners in proportion to their respective Percentage Interests with respect to classes Preferred Partnership Units, to the extent that such allocation of Partnership Interests that are Net Loss would not entitled cause or increase an Adjusted Capital Account Deficit of the Post Partners determined, in the case of the General Partner, without regard to any preference in distribution upon liquidationdeemed deficit restoration obligation of the General Partner recognized under Regulations Section 1.704-1(b)(2)(ii)(c)(2). (4) Any remaining Net Loss shall be allocated to the Electing Partners, pro rata Principals and the Principal-Controlled Partnerships who may receive such allocation without causing an Adjusted Capital Account Deficit as to each such class in accordance with the terms of such class (andPartner, within such class, pro rata in proportion to the their respective Percentage Interests in Common Partnership Units; provided that if, after the death of a Control Person (as defined in Section 13.3.F hereof) or Principal, an election is made on behalf of the last day of the period for which such allocation is being made); providedapplicable Electing Partner, howeverPrincipal or Principal-Controlled Partnership under Section 13.3 hereof to eliminate or reduce its deficit Capital Account restoration obligation under Section 13.3 hereof, that Net Losses shall not be allocated to any such Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or would increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount Deficit of such preferred distribution to be made upon liquidationPartner) at as of the end of such taxable year (or portion thereof); (3) thirdyear, with respect and instead shall be allocated to classes of Partnership Interests that are entitled those Electing Partners, Principals and Principal-Controlled Partnerships as to any preference in distribution upon liquidationwhom the foregoing limitation does not apply, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Common Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount;Units. (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been Any remaining Net Loss shall be allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth Except as otherwise provided in this Section 1 of Exhibit C6.2 or Section 6.3, Net Losses for any Partnership Year shall be allocatedallocated to the Partners in the following manner and order of priority: (1a) firstFirst, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(66.2.A(1)(f) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1a); (2b) secondSecond, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, 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, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(26.2.A(2)(b) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3c) thirdThird, with respect to classes of Partnership Interests that are entitled to any a preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(36.2.A(2)(c) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4d) fourthFourth, to the General Partner in an amount equal to the excess of (ai) the amount of the Partnership’s Recourse Liabilities over (bii) the Aggregate DRO Amount; (5e) fifthFifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5e) equal to the Aggregate DRO Amount; and (6f) thereafterThereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(66.1.A(7) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, 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 Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6), to the extent that any prior allocations of Net Income to such Partners pursuant to Section 6.1.A(6) exceedsexceed, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1)5.1.B; (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationdistribution, 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, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ ' Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ ' Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ ' Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Partnership Recourse Liabilities over (b) the Aggregate DRO Protected Amount; (5) fifth, to and among the DRO Protected Partners, in proportion to their respective DRO Protected Amounts, until such time as the DRO Protected Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Protected Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CC of the Partnership Agreement and any special allocations required to be made pursuant to Sections 6.1.E and 6.1.F, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(66.1.A(7) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, 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 Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, 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, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any a preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CEXHIBIT C and Section 6.2, Net Losses shall be allocated: (1i) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation(including the General Partner Interest), 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 Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to until the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase ignoring for this purpose any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that amounts a Partner is obligated to contribute to the capital of the Partnership with respect or is deemed obligated to any deficit in its Capital Account contribute pursuant to Regulations Section 13.3 and 1.704-1(b)(2)(ii)(c)(2)) of each Partner in such classes is reduced to zero, (ii) in second, to the case holders of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation(including Series B Preferred Units) in accordance with the rights of any such class of Partnership Interests (and, if there is more than one class of such Partnership Interests, then in the reverse order of their preference in distribution), until the priorities Adjusted Capital Account (modified in the same manner as in clause (i)) of each such class (and within each such classholder is reduced to zero, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6iii) thereafterthird, to the General Partner. To the extent permitted under Section 704 of the Code, solely for purposes of allocating Net Income or Net Losses in any taxable year(or a portion thereof) to the holders of Series B Preferred Units pursuant to Section 6.1 hereof, items of Net Income or Net Losses, as the case may be, shall not include Depreciation with respect to properties that are "ceiling limited" in respect of holders of Series B Preferred Units. For purposes of the preceding sentence, Partnership property shall be considered "ceiling limited" in respect of a holder of Series B Preferred Units if Depreciation attributable to such Partnership property which would otherwise be allocable to such holder, without regard to this paragraph, exceeds depreciation determined for federal income tax purposes attributable to such Partnership property which would otherwise be allocable to such holder by more than 5%.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CC (including Section 1.F thereof), Net Losses shall be allocated: (1i) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, pro rata to each such class Partners holding Common Units in accordance with the terms of such class (and, within such class, pro rata in proportion to the their respective Percentage Interests as of in Common Units, until the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase ignoring for this purpose any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that amounts a Partner is obligated to contribute to the capital of the Partnership with respect or is deemed obligated to any deficit in its Capital Account contribute pursuant to Regulations Section 13.3 and 1.704-1(b)(2)(ii)(c)(2)) of each Partner is reduced to zero; (ii) second, to Partners holding Preferred Units in accordance with each such Partner's respective percentage interests in the case Preferred Units determined under the respective terms of a Partner who also holds classes the Preferred Units (and if there are Preferred Units with different priorities in preference in distribution, then in the reverse order of Partnership Interests that are entitled to any preferences their preference in distribution upon liquidationdistribution), by subtracting from such Partners’ until the Adjusted Capital Account (modified in the amount of such preferred distribution to be made upon liquidationsame manner as in clause (i)) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion holder is reduced to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amountzero; and (6iii) thereafterthird, to the General Partner. To the extent permitted under Sections 704(b) and 704(c) of the Code and the Regulations thereunder, solely for purposes of allocating Net Income or Net Losses in any taxable year (or a portion thereof) to the Partners holding Series B Preferred Units with respect to such Units pursuant to Section 6.1 hereof, items of Net Income or Net Losses, as the case may be, shall not include Depreciation with respect to properties that are "ceiling limited" in respect of holders of Series B Preferred Units. For purposes of the preceding sentence, Partnership property shall be considered "ceiling limited" in respect of a holder of Series B Preferred Units if Depreciation attributable to such Partnership property which would otherwise be allocable to such holder, without regard to this paragraph, exceeds depreciation determined for federal income tax purposes attributable to such Partnership property which would otherwise be allocable to such holder by more than 5%. Notwithstanding the foregoing sentences in this paragraph, in applying this paragraph, the General Partner may, in its discretion for administrative ease and convenience, calculate Net Income or Net Loss in any taxable year (or a portion thereof) allocable to the Partners holding Series B Preferred Units by excluding Depreciation with respect to all properties of the Partnership.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationdistribution, 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, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ ' Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ ' Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ ' Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Partnership Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(66.1A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B 5.1B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, 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 Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(26.1B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(36.1B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationliquidation of such class, 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 Net Losses shall not be allocated to any Partner Member pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the PartnersMembers’ Adjusted Capital Accounts any amount that a Partner Member is obligated to contribute to the Partnership Company with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner Member who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such PartnersMembers’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner Member pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the PartnersMembers’ Adjusted Capital Accounts any amount that a Partner Member is obligated to contribute to the Partnership Company with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner Managing Member, in an amount equal to the excess of (a) the amount of the PartnershipCompany’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO PartnersMembers, in proportion to their respective DRO Amounts, until such time as the DRO Partners Members as a group have been allocated cumulative Net Losses pursuant to this clause (54) equal to the Aggregate DRO Amount; and (6) thereafter, to the General PartnerManaging Member.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CC attached hereto, Net Losses shall be allocated: (1i) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, pro rata to each such class in accordance with the terms of such class (and, within such classCommon Units, pro rata in proportion to the each Partner's respective Percentage Interests share of such Common Units as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to made until the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase ignoring for this purpose any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that amounts a Partner is obligated to contribute to the capital of the Partnership or is deemed obligated to contribute pursuant to Regulations Section 1.704- 1(b)(2)(ii)(c)(2)) of each Partner with respect to any deficit in its Capital Account pursuant such Common Units is reduced to Section 13.3 and zero, (ii) second, to the Partners holding Preferred Units in accordance with the rights of such class of Preferred Units (and, if there is more than one class of such Preferred Units, then in the case reverse order of a Partner who also holds classes of Partnership Interests that are entitled to any their preferences in distribution upon liquidationdistributions), by subtracting from such Partners’ until the Adjusted Capital Account (modified in the amount same manner as in the parenthetical in the immediately preceding clause (i)) of each such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, Partner with respect to classes of Partnership Interests that are entitled such Preferred Units is reduced to any preference in distribution upon liquidationzero, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6iii) thereafterthird, to the General Partner. To the extent permitted under Section 704 of the Code, solely for purposes of allocating Net Income or Net Losses in any taxable year (or a portion thereof) to Partners holding Series B Preferred Units and Series C Preferred Units pursuant to this Section 6.1, items of Net Income or Net Losses, as the case may be, shall not include Depreciation with respect to properties that are "ceiling limited" in respect of Partners holding Series B Preferred Units or Series C Preferred Units. For purposes of the preceding sentence, Partnership property shall be considered "ceiling limited" in respect of a Partner holding Series B Preferred Units or Series C Preferred Units if Depreciation attributable to such Partnership property which would otherwise be allocable to such Partner, without regard to this paragraph, exceeds depreciation determined for federal income tax purposes attributable to such Partnership property which would otherwise be allocable to such Partner by more than 5%.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CC attached hereto, Net Losses shall be allocated: (1i) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, pro rata to each such class in accordance with the terms of such class (and, within such classCommon Units, pro rata in proportion to the each Partner's respective Percentage Interests share of such Common Units as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to made until the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase ignoring for this purpose any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that amounts a Partner is obligated to contribute to the capital of the Partnership or is deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each Partner with respect to any deficit in its Capital Account pursuant such Common Units is reduced to Section 13.3 and zero, (ii) second, to the Partners holding Preferred Units in accordance with the rights of such class of Preferred Units (and, if there is more than one class of such Preferred Units, then in the case reverse order of a Partner who also holds classes of Partnership Interests that are entitled to any their preferences in distribution upon liquidationdistributions), by subtracting from such Partners’ until the Adjusted Capital Account (modified in the amount same manner as in the parenthetical in the immediately preceding clause (i)) of each such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, Partner with respect to classes of Partnership Interests that are entitled such Preferred Units is reduced to any preference in distribution upon liquidationzero, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6iii) thereafterthird, to the General Partner. To the extent permitted under Section 704 of the Code, solely for purposes of allocating Net Income or Net Losses in any taxable year (or a portion thereof) to Partners holding Series B Preferred Units pursuant to Section 6.1 hereof, items of Net Income or Net Losses, as the case may be, shall not include Depreciation with respect to properties that are "ceiling limited" in respect of Partners holding Series B Preferred Units. For purposes of the preceding sentence, Partnership property shall be considered "ceiling limited" in respect of a Partner holding Series B Preferred Units if Depreciation attributable to such Partnership property which would otherwise be allocable to such Partner, without regard to this paragraph, exceeds depreciation determined for federal income tax purposes attributable to such Partnership property which would otherwise be allocable to such Partner by more than 5%."

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CD (including Section 1.F thereof), Net Losses shall be allocated: (1i) first, to the holders Partners holding Common Units in accordance with their respective Percentage Interests in Common Units, until the Adjusted Capital Account (ignoring for this purpose any amounts a Partner is obligated to contribute to the capital of the Partnership Interestsor is deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2)) of each Partner is reduced to zero; (ii) second, to Partners holding Preferred Units in accordance with each such Partner’s respective percentage interests in the Preferred Units determined under the respective terms of the Preferred Units (and if there are Preferred Units with different priorities in preference in distribution, then in the reverse order of their preference in distribution), until the Adjusted Capital Account (modified in the same manner as in clause (i)) of each such holder is reduced to zero; (iii) third, to those Class A Limited Partners who are Electing Partners, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, 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, in Class A Common Units (provided that Net Losses shall not be allocated to any a Class A Limited Partner pursuant to under this Section 6.1.B(26.1B(iii) to the extent that such allocation would cause or increase a deficit balance in such Partner to have an Partner’s Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case as of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of the applicable Partnership Year and any Net Losses that cannot be allocated to a Class A Limited Partner as a result shall be allocated to those Class A Limited Partners to whom such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference allocation can be made without violating the limitations in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata this parenthetical in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being madein Class A Common Units and thereafter in accordance with Section 6.1B(iv)); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit and (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4iv) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CC hereto, Net Losses shall be allocated: allocated (1i) first, to the holders of any Partnership InterestsInterests that are entitled to any preference in distribution, in proportion to, and accordance with the rights of any such class of Partnership Interests to the extent that, their share that any prior allocations of the Net Income previously allocated to such class of Partnership Interests pursuant to Section 6.1.A(66.1.A(v) exceedsabove (or its predecessor) exceed, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (iii) of Section 5.1.B and hereof (b) Net Losses allocated under this clause and, within such class, pro rata in proportion to the respective interests in such class as of the last day of the period for which such allocation is being made); (1); (2ii) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationdistribution, 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 interests in such class as of the last day of the period for which such allocation is being made); provided, howeverprovided that, that Net Losses shall not be allocated to any Limited Partner pursuant to this clause (ii) of Section 6.1.B(2) 6.1.B to the extent that such allocation would cause such Limited Partner to have an a deficit Modified Adjusted Capital Account Deficit balance (or increase any existing deficit Modified Adjusted Capital Account Deficitbalance) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect calculated without regard to any deficit interest such Limited Partner may have in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidationpreference distribution) at the end of such taxable year (or portion thereof); ; (3iii) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidationdistribution, on a class by class basis in the reverse order of the priorities of priority in which each such class is entitled to distributions (and and, within each such class, pro rata in proportion to their the respective Percentage Interests interests in such class as of the last day of the period for which such allocation is being made); provided, howeverprovided that, that Net Losses shall not be allocated to any Partner pursuant to this clause (iii) of Section 6.1.B(3) 6.1.B to the extent that such allocation would cause such Partner to have an a deficit Modified Adjusted Capital Account Deficit balance (or increase any existing deficit Modified Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3Balance) at the end of such taxable year (or portion thereof); ; (4iv) fourth, to the General Partner in an amount until the General Partner's deficit Modified Adjusted Capital Account balance is equal to the excess of (a) the amount excess, if any, of the Partnership’s Partnership Recourse Liabilities Debt Amount over (b) the Aggregate DRO LP Recourse Amount; ; and (5v) fifth, to and among the DRO Recourse Partners, pro rata in proportion to their respective DRO AmountsRecourse Debt Percentages, until each such time as the DRO Partners as a group have been allocated cumulative Recourse Partner's deficit Modified Adjusted Capital Account balance shall equal such Recourse Partner's Recourse Amount. All Net Losses pursuant to in excess of the limitations set forth in this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, Section 6.l.B shall be allocated to the General Partner.

Net Losses. After giving effect to the special ---------- allocations set forth in Section 1 of Exhibit CC (including Section 1.F thereof), Net Losses shall be allocated: (1i) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, pro rata to each such class Partners holding Common Units in accordance with the terms of such class (and, within such class, pro rata in proportion to the their respective Percentage Interests as of in Common Units, until the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase ignoring for this purpose any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that amounts a Partner is obligated to contribute to the capital of the Partnership with respect or is deemed obligated to any deficit in its Capital Account contribute pursuant to Regulations Section 13.3 and 1.704-1(b)(2)(ii)(c)(2)) of each Partner is reduced to zero; (ii) second, to Partners holding Preferred Units in accordance with each such Partner's respective percentage interests in the case Preferred Units determined under the respective terms of a Partner who also holds classes the Preferred Units (and if there are Preferred Units with different priorities in preference in distribution, then in the reverse order of Partnership Interests that are entitled to any preferences their preference in distribution upon liquidationdistribution), by subtracting from such Partners’ until the Adjusted Capital Account (modified in the amount of such preferred distribution to be made upon liquidationsame manner as in clause (i)) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion holder is reduced to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amountzero; and (6iii) thereafterthird, to the General Partner. To the extent permitted under Sections 704(b) and 704(c) of the Code and the Regulations thereunder, solely for purposes of allocating Net Income or Net Losses in any taxable year (or a portion thereof) to the Partners holding Series B Preferred Units with respect to such Units pursuant to Section 6.1 hereof, items of Net Income or Net Losses, as the case may be, shall not include Depreciation with respect to properties that are "ceiling limited" in respect of holders of Series B Preferred Units. For purposes of the preceding sentence, Partnership property shall be considered "ceiling limited" in respect of a holder of Series B Preferred Units if Depreciation attributable to such Partnership property which would otherwise be allocable to such holder, without regard to this paragraph, exceeds depreciation determined for federal income tax purposes attributable to such Partnership property which would otherwise be allocable to such holder by more than 5%. Notwithstanding the foregoing sentences in this paragraph, in applying this paragraph, the General Partner may, in its discretion for administrative ease and convenience, calculate Net Income or Net Loss in any taxable year (or a portion thereof) allocable to the Partners holding Series B Preferred Units by excluding Depreciation with respect to all properties of the Partnership.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CC of the Partnership Agreement and any special allocations required to be made pursuant to Section 6.1.E, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(66.1.A(7) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationliquidation (including the Class A Units, the Series C Convertible Units and the Series D Convertible Units), pro rata to each such class in accordance with the distributions paid to each such class or, if distributions are not paid 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 Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidationliquidation (including the 5.000% Series A Participating Preferred Units, the 5.000% Series B Participating Preferred Units and the 5.500% Series C Participating Preferred Units), in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationdistribution, 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, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, provided that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated:allocated - (1) first, to the holders of any Partnership Interests, Interests that are entitled to any preference in proportion to, and distribution in accordance with the rights of any such class of Partnership Interests to the extent that, their share that any prior allocations of the Net Income previously allocated to such class of Partnership Interests pursuant to Section 6.1.A(66.1.A(4) exceedsexceed, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (iii) of Section 5.1.B and (b) Net Losses allocated under this clause (1and, 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); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationdistribution, 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, provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B(2) 6.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Protected Amount; (54) fifthfourth, to and among the DRO Protected Partners, in proportion to their respective DRO Protected Amounts, until such time as the DRO Protected Partners as a group have been allocated cumulative Net Losses pursuant to this clause (54) equal to the Aggregate DRO Protected Amount; and (65) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocatedallocated to the Partners as follows: (1) first, to To the holders of Partners who hold Common Partnership Interests, Units in proportion to, and to the extent that, accordance with their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions respective Percentage Interests held with respect to such Common Partnership Interests pursuant to clause (ii) of Units, except as otherwise provided in this Section 5.1.B and (b) Net Losses allocated under this clause (1);6.1.B. (2) secondTo the extent that an allocation of Net Loss under Section 6.1.B.(1) would cause a Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit of such Partner), such Net Loss shall instead be allocated to those Partners, if any, for whom such allocation of Net Loss would not cause or increase an Adjusted Capital Account Deficit. Solely for purposes of this Section 6.1.B.(2), the Adjusted Capital Account Deficit shall be determined (i) in the case of Partners holding Preferred Partnership Units, without regard to the amount credited to such Partners' respective Capital Accounts for the aggregate Liquidation Preference Amount attributable to Preferred Partnership Units and without regard to any deemed deficit restoration obligation of the General Partner recognized under Regulations Section 1.704-1(b)(2)(ii)(c)(2), and (ii) in the case of an Electing Partner, Principal or a Principal-Controlled Partnership, without regard to such Partner's deficit Capital Account restoration obligation under Section 13.3 hereof. The Net Loss allocated under this Section 6.1.B.(2) shall be allocated among the Limited Partners who may receive such allocation in proportion to their respective Percentage Interests in Common Partnership Units, but for any particular Limited Partner not in excess of the maximum amount of Net Loss that could be allocated to such Partner without causing such Partner to have an Adjusted Capital Account Deficit. (3) Any remaining Net Loss that cannot be allocated under Sections 6.1.B.(1) and (2) hereof shall be allocated to the Partners holding Preferred Partnership Units in proportion to their respective Percentage Interests with respect to classes Preferred Partnership Units, to the extent that such allocation of Partnership Interests that are Net Loss would not entitled cause or increase an Adjusted Capital Account Deficit of such Partners determined, in the case of the General Partner, without regard to any preference in distribution upon liquidationdeemed deficit restoration obligation of the General Partner recognized under Regulations Section 1.704-1(b)(2)(ii)(c)(2). (4) Any remaining Net Loss shall be allocated to the Electing Partners, pro rata Principals and the Principal-Controlled Partnerships who may receive such allocation without causing an Adjusted Capital Account Deficit as to each such class in accordance with the terms of such class (andPartner, within such class, pro rata in proportion to the their respective Percentage Interests in Common Partnership Units; provided that if, after the death of a Control Person (as defined in Section 13.3.F hereof) or Principal, an election is made on behalf of the last day of the period for which such allocation is being made); providedapplicable Electing Partner, howeverPrincipal or Principal-Controlled Partnership under Section 13.3 hereof to eliminate or reduce its deficit Capital Account restoration obligation under Section 13.3 hereof, that Net Losses shall not be allocated to any such Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or would increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount Deficit of such preferred distribution to be made upon liquidationPartner) at as of the end of such taxable year (or portion thereof); (3) thirdyear, with respect and instead shall be allocated to classes of Partnership Interests that are entitled those Electing Partners, Principals and Principal-Controlled Partnerships as to any preference in distribution upon liquidationwhom the foregoing limitation does not apply, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Common Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount;Units. (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been Any remaining Net Loss shall be allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CSections 6.2 and 6.3 below, Net Losses shall be allocated: (1) first, to the holders of Partnership InterestsMembership Units, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(66.1(a)(3) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests Membership Units pursuant to clause (ii) of Section 5.1.B 5.1 and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes any class or series of Partnership Interests Membership Units that are is not entitled to any preference in distribution upon liquidation, pro rata to each such class or series in accordance with the terms of such class or series (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 Net Losses shall not be allocated to any Partner Member pursuant to this Section 6.1.B(26.1(b)(2) to the extent that such allocation would cause such Partner Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner Member who also holds classes a class or series of Partnership Interests Membership Units that are is entitled to any preferences in distribution upon liquidation, by subtracting from such PartnersMembers’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof);; and (3) third, with respect to classes any class or series of Partnership Interests Membership Units that are is entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class or series (and within each such classclass or series, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner Member pursuant to this Section 6.1.B(36.1(b)(3) to the extent that such allocation would cause such Partner Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit C, Net Losses shall be allocated: (1) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(66.1.A(4) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationliquidation of such class, 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 Net Losses shall not be allocated to any Partner Member pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the PartnersMembers’ Adjusted Capital Accounts any amount that a Partner Member is obligated to contribute to the Partnership Company with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner Member who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such PartnersMembers’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner Member pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner Member to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the PartnersMembers’ Adjusted Capital Accounts any amount that a Partner Member is obligated to contribute to the Partnership Company with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner Managing Member, in an amount equal to the excess of (a) the amount of the PartnershipCompany’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO PartnersMembers, in proportion to their respective DRO Amounts, until such time as the DRO Partners Members as a group have been allocated cumulative Net Losses pursuant to this clause (54) equal to the Aggregate DRO Amount; and (6) thereafter, to the General PartnerManaging Member.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CC hereto, Net Losses shall be allocated: allocated (1i) first, to the holders of any Partnership InterestsInterests that are entitled to any preference in distribution, in proportion to, and accordance with the rights of any such class of Partnership Interests to the extent that, their share that any prior allocations of the Net Income previously allocated to such class of Partnership Interests pursuant to Section 6.1.A(66.1.A(v) exceedsabove (or its predecessor) exceed, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (iii) of Section 5.1.B and hereof (b) Net Losses allocated under this clause and, within such class, pro rata in proportion to the respective interests in such class as of the last day of the period for which such allocation is being made); (1); (2ii) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationdistribution, 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 interests in such class as of the last day of the period for which such allocation is being made); provided, howeverprovided that, that Net Losses shall not be allocated to any Limited Partner pursuant to this clause (ii) of Section 6.1.B(2) 6.1.B to the extent that such allocation would cause such Limited Partner to have an a deficit Modified Adjusted Capital Account Deficit balance (or increase any existing deficit Modified Adjusted Capital Account Deficitbalance) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect calculated without regard to any deficit interest such Limited Partner may have in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidationpreference distribution) at the end of such taxable year (or portion thereof); ; (3iii) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidationdistribution, on a class by class basis in the reverse order of the priorities of priority in which each such class is entitled to distributions (and and, within each such class, pro rata in proportion to their the respective Percentage Interests interests in such class as of the last day of the period for which such allocation is being made); provided, howeverprovided that, that Net Losses shall not be allocated to any Partner pursuant to this clause (iii) of Section 6.1.B(3) 6.1.B to the extent that such allocation would cause such Partner to have an a deficit Modified Adjusted Capital Account Deficit balance (or increase any existing deficit Modified Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3Balance) at the end of such taxable year (or portion thereof); ; (4iv) [intentionally deleted]; and (v) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, pro rata in proportion to their respective DRO AmountsRecourse Debt Percentages, until each such time as the DRO Partners as a group have been allocated cumulative Recourse Partner’s deficit Modified Adjusted Capital Account balance shall equal such Recourse Partner’s Recourse Amount. All Net Losses pursuant to in excess of the limitations set forth in this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, Section 6.l.B shall be allocated to the General Partner.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CSections 6.2 and 6.4 below, Net Losses shall be allocated: allocated (1a) first, to the holders of Partnership Partners in accordance with their respective Percentage Interests, in to the extent that Net Income has been previously allocated to them pursuant to Section 6.1.1(e); (b) second, to the Parity Preferred Unit holders to the extent of, and proportion to, and to the extent that, their share cumulative amount of the Net Income previously that has been allocated to each such Parity Preferred Unit holder pursuant to Section 6.1.A(66.1.1(d) exceeds, on a cumulative basis, the sum (net of (a) prior distributions with respect to such Partnership Interests holders) and not previously offset pursuant to clause this Section 6.1.2(b); (iic) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) secondthird, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidationPartners, pro rata to each such class other than Parity Preferred Unit holders, in accordance with their respective Percentage Interests until the terms Capital Account balance of each such class partner shall equal zero; and (andd) thereafter, within such class, pro rata to the Parity Preferred Unit holders in proportion to the respective Percentage Interests as Capital Account balances of the last day of the period for which each such allocation is being made); providedholder, however, provided that Net Losses shall not be allocated to any Partner such holder pursuant to this Section 6.1.B(2) 6.1.2 to the extent that such allocation would cause such Partner holder to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit) (determined ). All Net Losses in each case (i) by not including excess of the limitations set forth in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute this Section 6.1.2 shall be allocated to the Partnership with respect to General Partner. To the extent permitted under Section 704 of the Code, solely for purposes of allocating Net Income or Net Losses in any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or a portion thereof); (3) thirdto the holders of Series D Preferred Units pursuant to Sections 6.1.1 and 6.1.2 hereof, items of Net Income or Net Losses, as the case may be, shall not include Depreciation with respect to classes of Partnership Interests properties that are entitled to any preference "ceiling limited" in distribution upon liquidation, in reverse order respect of holders of Series D Preferred Units. For purposes of the priorities preceding sentence, Partnership property shall be considered "ceiling limited" in respect of each a holder of Series D Preferred Units if Depreciation attributable to such class (and within each Partnership property which would otherwise be allocable to such classholder, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant without regard to this Section 6.1.B(3) paragraph, exceeds depreciation determined for federal income tax purposes attributable to the extent that such allocation Partnership property which would cause otherwise be allocable to such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case holder by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (more than 5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amount; and (6) thereafter, to the General Partner%."

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CC (including Section 1.F thereof), Net Losses shall be allocated: (1i) first, to the holders of Partnership Interests, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Partnership Interests pursuant to clause (ii) of Section 5.1.B and (b) Net Losses allocated under this clause (1); (2) second, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, pro rata to each such class Partners holding Common Units in accordance with the terms of such class (and, within such class, pro rata in proportion to the their respective Percentage Interests as of in Common Units, until the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase ignoring for this purpose any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that amounts a Partner is obligated to contribute to the capital of the Partnership with respect or is deemed obligated to any deficit in its Capital Account contribute pursuant to Regulations Section 13.3 and 1.704-1(b)(2)(ii)(c)(2)) of each Partner is reduced to zero; (ii) second, to Partners holding Preferred Units in accordance with each such Partner’s respective percentage interests in the case Preferred Units determined under the respective terms of a Partner who also holds classes the Preferred Units (and if there are Preferred Units with different priorities in preference in distribution, then in the reverse order of Partnership Interests that are entitled to any preferences their preference in distribution upon liquidationdistribution), by subtracting from such Partners’ until the Adjusted Capital Account (modified in the amount of such preferred distribution to be made upon liquidationsame manner as in clause (i)) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class (and within each such class, pro rata in proportion holder is reduced to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4) fourth, to the General Partner in an amount equal to the excess of (a) the amount of the Partnership’s Recourse Liabilities over (b) the Aggregate DRO Amount; (5) fifth, to and among the DRO Partners, in proportion to their respective DRO Amounts, until such time as the DRO Partners as a group have been allocated cumulative Net Losses pursuant to this clause (5) equal to the Aggregate DRO Amountzero; and (6iii) thereafterthird, to the General Partner. To the extent permitted under Sections 704(b) and 704(c) of the Code and the Regulations thereunder, solely for purposes of allocating Net Income or Net Losses in any taxable year (or a portion thereof) to the Partners holding Series B Preferred Units with respect to such Units pursuant to Section 6.1 hereof, items of Net Income or Net Losses, as the case may be, shall not include Depreciation with respect to properties that are “ceiling limited” in respect of holders of Series B Preferred Units. For purposes of the preceding sentence, Partnership property shall be considered “ceiling limited” in respect of a holder of Series B Preferred Units if Depreciation attributable to such Partnership property which would otherwise be allocable to such holder, without regard to this paragraph, exceeds depreciation determined for federal income tax purposes attributable to such Partnership property which would otherwise be allocable to such holder by more than 5%. Notwithstanding the foregoing sentences in this paragraph, in applying this paragraph, the General Partner may, in its discretion for administrative ease and convenience, calculate Net Income or Net Loss in any taxable year (or a portion thereof) allocable to the Partners holding Series B Preferred Units by excluding Depreciation with respect to all properties of the Partnership.

Net Losses. After giving effect to the special allocations set forth in Section 1 of Exhibit CEXHIBIT C attached hereto, Net Losses shall be allocated: allocated (1i) first, to the holders of Partnership Interests, Partners in proportion to, the same ratio and reverse order as Net Income was allocated to each such Partner pursuant to Section 6.1.(A)(ii) and (iii) for all fiscal years until the extent that, their share excess of the aggregate amount of Net Income previously allocated to each such Partner pursuant to such provisions of Section 6.1.A over the cumulative amount of distributions to each such Partner pursuant to Section 6.1.A(6) exceeds, on a cumulative basis, 5.1 equals the sum aggregate amount of (a) distributions with respect Net Loss allocated to such Partnership Interests Partners pursuant to clause this Section 6.1.B(i); (ii) second, to the Limited Partners, pro rata, in proportion to their Modified Adjusted Capital Account Balances until their Modified Adjusted Capital Account Balance has been reduced to zero; (iii) third, to the General Partner until its Modified Adjusted Capital Account Balance has been reduced to zero; provided however, for purposes of this Section 5.1.B 6.1.B(ii) and (biii) Net Losses allocated under this clause (1); (2) secondeach such Partner's Modified Adjusted Capital Account Balance shall not include the portion of such Modified Adjusted Capital Account Balance attributable to Capital Contributions made by such Partner, if any, with respect to classes of Partnership Interests that are not entitled to any preference in distribution upon liquidation, 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 Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(2) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Partner who also holds classes of Partnership Interests that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such taxable year (or portion thereof); (3) third, with respect to classes of Partnership Interests that are entitled to any preference in distribution upon liquidation, in reverse order of the priorities of each such class distribution; (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, however, that Net Losses shall not be allocated to any Partner pursuant to this Section 6.1.B(3) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners’ Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.3) at the end of such taxable year (or portion thereof); (4iv) fourth, to the General Partner Partners who are holders of Partnership Interests that are entitled to a preference in an amount equal distribution, pro rata, in proportion to the excess portion of (a) their Modified Adjusted Capital Account Balance attributable to Capital Contributions with respect to such Partnership Interests, until the aggregate amount of the Partnership’s Recourse Liabilities over Net Loss allocated to such Partners pursuant to this Section 6.1.B(iv) has reduced such portion of their Modified Adjusted Capital Account Balance to zero; (b) the Aggregate DRO Amount; (5v) fifth, to the General Partner until the General Partner's negative Modified Adjusted Capital Account Balance is equal to the excess, if any, of the aggregate recourse liabilities of the Partnership over the aggregate amount of recourse debt (the "Recourse Debt Amount") set forth on a recourse debt level schedule ("Recourse Debt Level Schedule") to be maintained and among appropriately amended from time to time showing (A) the DRO name of each Consenting Recourse Debt Limited Partner, (B) the maximum amount of recourse debt with respect to which each Consenting Recourse Debt Limited Partner has consented to contribute to the capital of the Partnership under the circumstances set forth in Section 13.3 and (C) the percentage ("Limited Partner Recourse Debt Percentage") with respect to each Consenting Recourse Debt Limited Partner of the aggregate of the amounts referred to in the immediately preceding clause (B) with respect to all such Consenting Recourse Debt Limited Partners; (vi) to the Consenting Recourse Debt Limited Partners listed on the Recourse Debt Level Schedule, in proportion to their respective DRO Amountseach such Consenting Recourse Debt Limited Partner's Limited Partner Recourse Debt Percentage, until such time as the DRO Partners as a group have been aggregate amount allocated cumulative Net Losses pursuant to this clause (56.1.B(vi) is equal to the Aggregate DRO Recourse Debt Amount; and and (6vii) thereafter, all Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner.