Common use of Special Allocations Regarding LTIP Units Clause in Contracts

Special Allocations Regarding LTIP Units. (1) Notwithstanding the provisions of Section 5.01(a) and (b), Liquidating Gains shall be allocated as follows: (A) First, to the General Partner and the Limited Partners, except to the extent that a Limited Partner’s interest is attributable to the Limited Partner’s ownership of LTIP Units, to the extent of and in proportion to the amount, if any, by which the balances of the General Partner’s and Limited Partners’ Capital Accounts are less than the balances of the General Partner’s and Limited Partners’ Capital Accounts as of the date on which any LTIP Units were issued, in each case without regard to the Limited Partners’ LTIP Capital Account Balances; (B) Second, to the LTIP Unitholders individually in proportion to and to the extent of the amount, if any, by which an LTIP Unitholder’s LTIP Capital Account Balance is less than (a) the Common Unit Economic Balance multiplied by (b) the number of the LTIP Unitholder’s LTIP Units; and (C) Third, to the Partners in accordance with their respective Percentage Interests. (2) The Partners agree that the intent of Section 5.01(g)(1)(A) is to make the Capital Account balance associated with each LTIP Unit be economically equivalent to the Capital Account balance associated with the General Partner’s Common Units (on a per-Unit basis), but only to the extent that there are sufficient Liquidating Gains available. (3) For the avoidance of doubt, allocations of Liquidating Gains shall be made after all other allocations pursuant to Section 5.01 (including allocations pursuant to the Minimum Gain Chargeback provisions of Section 5.01(c)).

Special Allocations Regarding LTIP Units. (1) Notwithstanding the provisions of Section 5.01(a) and (b5.01(b), Liquidating Gains shall be allocated as follows: (A) First, to the General Partner and the Limited Partners, except to the extent that a Limited Partner’s interest is attributable to the Limited Partner’s ownership of LTIP Units, to the extent of and in proportion to the amount, if any, by which the balances of the General Partner’s and Limited Partners’ Capital Accounts are less than the balances of the General Partner’s and Limited Partners’ Capital Accounts as of the date on which any LTIP Units were issued, in each case without regard to the Limited Partners’ LTIP Capital Account Balances; (B) Second, to the LTIP Unitholders individually in proportion to and to the extent of the amount, if any, by which an LTIP Unitholder’s LTIP Capital Account Balance is less than (a) the Common Unit Economic Balance multiplied by (b) the number of the LTIP Unitholder’s LTIP Units; and (C) Third, to the Partners in accordance with their respective Percentage Interests. (2) The Partners agree that the intent of Section 5.01(g)(1)(A) is to make the Capital Account balance associated with each LTIP Unit be economically equivalent to the Capital Account balance associated with the General Partner’s Common Units (on a per-Unit basis), but only to the extent that there are sufficient Liquidating Gains available. (3) For the avoidance of doubt, allocations of Liquidating Gains shall be made after all other allocations pursuant to Section 5.01 (including allocations pursuant to the Minimum Gain Chargeback provisions of Section 5.01(c)).

Special Allocations Regarding LTIP Units. (1) Notwithstanding the provisions of Section Sections 5.01(a) and (b)) hereof, Liquidating Gains shall first be allocated as follows: (A) Firstto the LTIP Unitholders until their Economic Capital Account Balances, to the General Partner and the Limited Partners, except to the extent that a Limited Partner’s interest is attributable to the Limited Partner’s their ownership of LTIP Units, are equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, “Liquidating Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the value of Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances plus shares of Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to the extent attributable to their ownership of and in proportion to LTIP Units. Similarly, the amount“Common Unit Economic Balance” shall mean (i) the Capital Account balance of the General Partner, if any, by which plus the balances amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and Limited Partners’ Capital Accounts are less than (6)), in either case to the balances of extent attributable to the General Partner’s direct or indirect ownership of Common Units and Limited Partners’ Capital Accounts as of computed on a hypothetical basis after taking into account all allocations through the date on which any LTIP Units were issuedallocation is made under this Section 5.01(g), in each case without regard to the Limited Partners’ LTIP Capital Account Balances; (B) Second, to the LTIP Unitholders individually in proportion to and to the extent of the amount, if any, by which an LTIP Unitholder’s LTIP Capital Account Balance is less than (a) the Common Unit Economic Balance multiplied divided by (bii) the number of Common Units directly or indirectly owned by the General Partner. Any such allocations shall be made among the LTIP Unitholder’s LTIP Units; and (C) Third, Unitholders in proportion to the Partners in accordance with their respective Percentage Interests. (2) amounts required to be allocated to each under this Section 5.01(g). The Partners parties agree that the intent of this Section 5.01(g)(1)(A5.01(g) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with Common Units directly or indirectly owned by the General Partner’s Common Units Partner (on a per-Unit basis), but only to the extent that there are sufficient Liquidating Gains available. (3) For the avoidance of doubt, allocations of Liquidating Gains shall be made after all other allocations pursuant to Section 5.01 (including allocations pursuant to the Minimum Gain Chargeback provisions of Section 5.01(c)).

Special Allocations Regarding LTIP Units. (1) Notwithstanding the provisions of Section 5.01(a) and (b), Liquidating Gains shall be allocated as follows: (A) First, to the General Partner and the Limited Partners, except to the extent that a Limited Partner’s interest is attributable to the Limited Partner’s ownership of LTIP Class B Units, to the extent of and in proportion to the amount, if any, by which the balances of the General Partner’s and Limited Partners’ Capital Accounts are less than the balances of the General Partner’s and Limited Partners’ Capital Accounts as of the date on which any LTIP Class B Units were issued, in each case without regard to the Limited Partners’ LTIP Class B Capital Account Balances; (B) Second, to the LTIP Class B Unitholders individually in proportion to and to the extent of the amount, if any, by which an LTIP Class B Unitholder’s LTIP Class B Capital Account Balance is less than (a) the Common Unit Economic Balance multiplied by (b) the number of the LTIP Class B Unitholder’s LTIP Class B Units; and (C) Third, to the Partners in accordance with their respective Percentage Interests. (2) The Partners agree that the intent of Section 5.01(g)(1)(A) is to make the Capital Account balance associated with each LTIP Class A Unit and LTIP Class B Unit be economically equivalent to the Capital Account balance associated with the General Partner’s Common Units (on a per-Unit basis), but only to the extent that there are sufficient Liquidating Gains available. (3) For the avoidance of doubt, allocations of Liquidating Gains shall be made after all other allocations pursuant to Section 5.01 (including allocations pursuant to the Minimum Gain Chargeback provisions of Section 5.01(c)).