Common use of Pursuant to Section 8 Clause in Contracts

Pursuant to Section 8. 7.C of the Effective Agreement, effective as of June 30, 1998, the issuance date of Series B Preferred Shares by Crescent Equities, the Partnership hereby issues 6,948,734 Series B Preferred Partnership Units to Crescent Equities. (a) Crescent Equities shall have a zero percentage Partnership Interest with respect to such Series B Preferred Partnership Units and shall have no voting rights other than the right to vote on any amendment to the Effective Agreement if such amendment would (i) convert the Series B Preferred Partnership Units into a general partner's interest, (ii) modify the limited liability of Crescent Equities with respect to the Series B Preferred Partnership Units, or (iii) alter the distribution, redemption, conversion or liquidation rights of the Series B Preferred Partnership Units as set forth in paragraphs 1(b) through (e) below. (b) Notwithstanding Section 5.2 of the Effective Agreement, and prior to any distributions of Available Cash under such provision, the General Partner shall cause distributions of Available Cash to be made in cash, on any date on which Crescent Equities makes a distribution of accrued, unpaid quarterly distributions to the holders of Series A Preferred Shares or of extraordinary cash distributions to the holders of Series B Preferred Shares, to Crescent Equities in an amount equal to the amount that is required to be distributed by Crescent Equities on that date to the holders of Series A Preferred Shares and Series B Preferred Shares. Notwithstanding Section 5.4 of the Effective Agreement, the General Partner shall cause the Partnership to make non-cash distributions of assets to Crescent Equities on any date on which Crescent Equities is required to make non-cash distributions of assets to the Series B Preferred Shares in an amount equal to the amount that is required to be distributed by Crescent Equities on that date to the holders of the Series B Preferred Shares. (c) 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 1(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 sum of (A) the distributions made to Crescent Equities under paragraph 1(b) above, and (B) the portion of the distributions made to Crescent Equities under paragraph 2(d) of the First Amendment (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 1(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 preferences payable by Crescent Equities on the outstanding Series A Preferred Shares and Series B Preferred Shares (the "Liquidation Preferences") (i.e., a liquidation payment of $25 per Series A Preferred Partnership Unit, plus any accrued, unpaid quarterly distribution thereon, and a liquidation payment of $32.38 per Series B Preferred Partnership Unit, plus any accrued, unpaid extraordinary distribution thereon, subject to reduction on a pro rata basis (as more fully set forth in the respective "Statements of Designation" for the Series A Preferred Shares and the Series B Preferred Shares) to the extent that there are insufficient funds to pay the aforementioned liquidation preferences in full), (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 Preferences 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 Preferences 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. (d) In the event that Crescent Equities exercises its redemption right with respect to the Series B Preferred Shares and pays the redemption price in cash, the Partnership shall concurrently redeem a corresponding amount of Series B Preferred Partnership Units at the same redemption price paid by Crescent Equities for the Series B Preferred Shares. (e) Upon exercise of any conversion right with respect to Series B Preferred Shares or upon any redemption of Series B Preferred Shares in exchange for REIT shares, (i) Crescent Equities shall, as of the date on which the conversion (or redemption, as the case may be) is consummated, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) of the Effective Agreement an amount equal to the Value (computed as of the Business Day immediately preceding the date on which such conversion (or redemption, as the case may be) is consummated) of the REIT Shares delivered by Crescent Equities to such holder of Series B Preferred Shares, (ii) the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2 of the Effective Agreement, and (iii) a corresponding portion of Series B Preferred Partnership Units shall be retired. (f) Notwithstanding anything to the contrary contained in paragraph 2(e) of the First Amendment or in paragraph 1(e) of this Fifth Amendment, to the extent that Crescent Equities pays cash to the holder of Series A Preferred Shares (or Series B Preferred Shares, as the case may be) in lieu of fractional shares upon conversion of such Series A Preferred Shares (or Series B Preferred Shares, as the case may be) to REIT Shares, such cash payment shall be treated as a redemption of the corresponding portion of the Series A Preferred Shares (or Series B Preferred Shares, as the case may be) in accordance with paragraph 2(d) of the First Amendment (or paragraph 1(d) of this Fifth Amendment, as the case may be).

Pursuant to Section 8. 7.C of the Effective Agreement, effective as of June 30May 17, 19982002, the issuance date of Series B Redeemable Preferred Shares by Crescent Equities, the Partnership hereby issues 6,948,734 3,000,000 Series B Redeemable Preferred Partnership Units to Crescent Equities. (a) Crescent Equities shall have a zero percentage Partnership Interest with respect to such Series B Redeemable Preferred Partnership Units and shall have no voting rights other than the right to vote on any amendment to the Effective Agreement if such amendment would (i) convert the Series B Redeemable Preferred Partnership Units into a general partner's interest, (ii) modify the limited liability of Crescent Equities with respect to the Series B Redeemable Preferred Partnership Units, or (iii) alter the distribution, redemption, conversion or liquidation rights of the Series B Redeemable Preferred Partnership Units as set forth in paragraphs 1(b) through (ed) below. (b) Notwithstanding Section 5.2 of the Effective Agreement, and prior to any distributions of Available Cash under such provision, the General Partner shall cause distributions of Available Cash to be made in cash, on any date on which Crescent Equities makes a distribution of accrued, unpaid quarterly distributions to the holders of Series A Preferred Shares or of extraordinary cash distributions to the holders of Series B Redeemable Preferred Shares, to Crescent Equities in an amount equal to the amount that is required to be distributed by Crescent Equities on that date to the holders of Series A Preferred Shares and Series B Preferred Shares. Notwithstanding Section 5.4 of the Effective Agreement, the General Partner shall cause the Partnership to make non-cash distributions of assets to Crescent Equities on any date on which Crescent Equities is required to make non-cash distributions of assets to the Series B Preferred Shares in an amount equal to the amount that is required to be distributed by Crescent Equities on that date to the holders of the Series B Redeemable Preferred Shares. (c) 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 1(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 sum of (A) the distributions made to Crescent Equities under paragraph 1(b) above, and (B) the portion of the distributions made to Crescent Equities under paragraph 2(d) of the First Amendment (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 1(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 preferences payable by Crescent Equities on the outstanding Series A Preferred Shares and Series B Preferred Shares (the "Liquidation Preferences") (i.e., a liquidation payment of $25 per Series A Preferred Partnership Unit, plus any accrued, unpaid quarterly distribution thereon, and a liquidation payment of $32.38 per Series B Preferred Partnership Unit, plus any accrued, unpaid extraordinary distribution thereon, subject to reduction on a pro rata basis (as more fully set forth in the respective "Statements of Designation" for the Series A Preferred Shares and the Series B Preferred Shares) to the extent that there are insufficient funds to pay the aforementioned liquidation preferences in full), (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 Preferences 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 Preferences 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. (d) In the event that Crescent Equities exercises its redemption right with respect to the Series B Preferred Shares and pays the redemption price in cash, the Partnership shall concurrently redeem a corresponding amount of Series B Preferred Partnership Units at the same redemption price paid by Crescent Equities for the Series B Preferred Shares. (e) Upon exercise of any conversion right with respect to Series B Preferred Shares or upon any redemption of Series B Preferred Shares in exchange for REIT shares, (i) Crescent Equities shall, as of the date on which the conversion (or redemption, as the case may be) is consummated, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) of the Effective Agreement an amount equal to the Value (computed as of the Business Day immediately preceding the date on which such conversion (or redemption, as the case may be) is consummated) of the REIT Shares delivered by Crescent Equities to such holder of Series B Preferred Shares, (ii) the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2 of the Effective Agreement, and (iii) a corresponding portion of Series B Preferred Partnership Units shall be retired. (f) Notwithstanding anything to the contrary contained in paragraph 2(e) of the First Amendment or in paragraph 1(e) of this Fifth Amendment, to the extent that Crescent Equities pays cash to the holder of Series A Preferred Shares (or Series B Preferred Shares, as the case may be) in lieu of fractional shares upon conversion of such Series A Preferred Shares (or Series B Preferred Shares, as the case may be) to REIT Shares, such cash payment shall be treated as a redemption of the corresponding portion of the Series A Preferred Shares (or Series B Preferred Shares, as the case may be) in accordance with paragraph 2(d) of the First Amendment (or paragraph 1(d) of this Fifth Amendment, as the case may be).