General Partner Allocation Clause Samples

General Partner Allocation. Notwithstanding any other provision in this Agreement, the interests (including limited partnership interests) of the General Partner in each material item of Partnership income, gain, loss, deduction or credit shall be equal to at least one percent (1%) of each such item at all times during the existence of the Partnership (except as otherwise required under Sections 704(b) or 704(c) or the special allocations provided for in Section 1 of this Exhibit C). EXHIBIT D NOTICE OF EXCHANGE The undersigned hereby irrevocably (i) exchanges ___________Partnership Units in Crescent Real Estate Equities Limited Partnership in accordance with the terms of the Third Amended and Restated Agreement of Limited Partnership Agreement of Crescent Real Estate Equities Limited Partnership and the Exchange Right referred to in Section 8.6 therein, (ii) surrenders such Partnership Units and all right, title and interest therein, and (iii) directs that the Cash Amount or the REIT Shares Amount, as the case may be, deliverable upon exercise of the Exchange Right be delivered to the address specified below, and, if REIT Shares are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents and warrants that (i) it has full power and authority to transfer all of its right, title and interest in such Partnership Units, (ii) such Partnership Units are free and clear of all Liens, and (iii) it will assume and pay any state or local transfer tax that may be payable as a result of the transfer of such Partnership Units. Dated:_____________________ Name of Limited Partner: ____________________________________________ Signature of Limited Partner: ____________________________________________ By:_________________________________________ Title:______________________________________ Address: ____________________________________________ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇) ____________________________________________ (City) (State) (Zip Code) Signature [Attested] [Witnessed] by: ____________________________________________ If REIT Shares are to be issued, issue to: Name: Address: Please insert social security or identifying number: EXHIBIT E LISTING OF APPROVED SUBSTITUTED LIMITED PARTNERS 777 Main Operating, Ltd. ▇▇▇▇▇, ▇▇▇▇▇ ▇. American Airlines Fixed Benefit Plan AMSTAR Capital Management Corporation AMSTAR Continental Plaza Limited Partnership AMSTAR Group, Ltd. APL General, Ltd. Autem, ▇▇▇▇▇▇ ▇. Bankers Trust Company ▇▇▇▇...