Common use of Notwithstanding Sections 6 Clause in Contracts

Notwithstanding Sections 6. 1.A and B of the Effective Agreement (i) Each year, after giving effect to the special allocations set forth in Section 1 of Exhibit C to the Effective Agreement, gross income of the Partnership shall be allocated first to Crescent Equities until the cumulative amount allocated under this paragraph 2(c)(i) to Crescent Equities for the current year and all prior years is equal to the cumulative amount for the current year and all prior years of the distributions made to Crescent Equities under paragraph 2(b) above and the portion of the distributions made to Crescent Equities under paragraph 2(d) below (if any) that exceeds $25 per Series A Preferred Partnership Unit. Any remaining Net Profits or Net Losses (other than gain or loss from a sale or other disposition of all or substantially all of the assets of the Partnership, which shall be allocated as set forth in paragraphs 2(c)(ii) and (iii) below) shall be allocated as set forth in Sections 6.1.A and B of the Effective Agreement. (ii) The gain of the Partnership from a sale or other disposition of all or substantially all of the assets of the Partnership shall be allocated among the Partners as follows: (A) first, to Crescent Equities in the amount necessary to cause its Capital Account balance to be equal to the liquidation preference payable by Crescent Equities on the outstanding Series A Preferred Shares (the "Liquidation Preference") (i.e., a liquidation payment of $25 per Series A Preferred Partnership Unit, necessary, plus and accrued, unpaid quarterly distribution thereon), (B) second, to the Partners in the amounts necessary, and in the ratio of such amounts, to cause the Capital Account balance of Crescent Equities in excess of the liquidation Preference and the Capital Account of each other Partner to be in the same ratio as their respective Partnership Interests, and (iii) thereafter, to all of the Partners in proportion to their respective Partnership Interests (iii) The loss of the Partnership from a sale or other disposition of all or substantially all of the assets of the Partnership shall be allocated among the Partners as follows: (A) first, to the Partners, if any, having positive Capital Account balances, in the amounts necessary, and in the ratio of such amounts, so as to cause the positive Capital Account Balance of Crescent Equities to equal the Liquidation Preference and the positive Capital Account balance of each other Partner to equal zero (or, if there is insufficient loss to accomplish this result, loss shall be allocated in a manner so as to cause the positive Capital Account balance of Crescent Equities in excess of the Liquidation Preference and the positive Capital Account balance of each other Partner to be in the same ratio as their respective Partnership Interests), (B) second, to Crescent Equities, until its positive Capital Account balance equals zero, and (C) thereafter, to the Partners in proportion to their respective Partnership Interests.