Common use of Net Losses Clause in Contracts

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series E Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E B Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E B Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E B Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series E B Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders and Series E G Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders and Series E G Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders and Series E G Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit, Series E Preferred Unit, Series F Preferred Unit and Series E G Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (fg) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E D Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E D Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E D Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series E D Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V), Net Losses for each taxable year period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year period shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holdersholding Common Units, Series Class B Holders, Series C Holders, Series D Holders and Series E Holders)Units or Subordinated Units, in accordance with their respective Percentage Interestsproportion to, and until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to to, the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% (A) to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders) General Partner in accordance with their respective its Percentage InterestsInterest and (B) to all Unitholders holding Common Units, Class B Units or Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner's Percentage Interest; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);; and (iii) Third, (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Series A HoldersPreferred Units, Series B HoldersPro Rata, Series C Holders, Series D Holders and Series E Holders, in proportion a percentage equal to their respective positive Adjusted Capital Account balances100% less the General Partner's Percentage Interest, until the Adjusted Capital Account in respect of each Outstanding Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series E Preferred Unit then Outstanding has been reduced to zero; and; (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E C Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E C Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E C Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series E C Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders)Unitholders, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners Unitholders pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders, Series H Holders and Series E I Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders, Series H Holders and Series E I Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit, Series E Preferred Unit, Series F Preferred Unit, Series G Preferred Unit, Series H Preferred Unit and Series E I Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders)Unitholders, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners Unitholders pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders, Series H Holders and Series E I Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders, Series H Holders and Series E I Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit, Series E Preferred Unit, Series F Preferred Unit, Series G Preferred Unit, Series H Preferred Unit and Series E I Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders)Unitholders, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners Unitholders pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders and Series E G Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders and Series E G Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit, Series E Preferred Unit, Series F Preferred Unit and Series E G Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) Sections 9.2 and as otherwise provided in Article V, Net Losses for each taxable year and all items Fiscal Year (or other relevant period) of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year the Company shall be allocated as followsin the following manner and order of priority: (i) First, 100% to the Unitholders (other than Series Members who hold Class A Holders, Series Units and the Members who hold Class B Holders, Series C Holders, Series D Holders and Series E Holders), in accordance with their respective Percentage InterestsUnits, until the aggregate cumulative Net Losses allocated pursuant to this Section 6.1(b)(iARTICLE 9(i) for the current taxable year such Fiscal Year (or other relevant period) and all previous taxable years is prior Fiscal Years of the Company equal cumulative Net Profits allocated with respect to the aggregate Net Income allocated to Units of such Partners Members pursuant to Section 6.1(a)(ivARTICLE 9(iv) for all previous taxable yearsprior Fiscal Years of the Company, pro rata among them in proportion to the cumulative Net Profits so allocated with respect to the Units of each such Member for all prior fiscal years of the Company, provided that the Net Losses shall not be allocated to any Member pursuant to this Section 6.1(b)(iARTICLE 9(i) to the extent that such allocation would cause any Unitholder a Member to have a deficit balance in its an Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account)Deficit; (ii) Second, 100% to the Unitholders Members who hold Class A Units, until cumulative Net Losses allocated pursuant to this Section ARTICLE 9(ii) for such Fiscal Year (or other than Series A Holdersrelevant period) and all prior Fiscal Years of the Company equal cumulative Net Profits allocated with respect to the Units of such Members pursuant to Section ARTICLE 9(iii) for all prior Fiscal Years of the Company, Series B Holderspro rata among them in proportion to the cumulative Net Profits so allocated with respect to the Units of each such Member for all prior fiscal years of the Company, Series C Holders, Series D Holders and Series E Holders) in accordance with their respective Percentage Interests; provided, provided that Net Losses shall not be allocated to any Member pursuant to this Section 6.1(b)(iiARTICLE 9(ii) to the extent that such allocation would cause any Unitholder a Member to have a deficit balance in its an Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account)Deficit; (iii) Third, to the Members who hold Class A Units, until cumulative Net Losses allocated pursuant to this Section ARTICLE 9(iii) for such Fiscal Year (or other relevant period) and all Series A Holdersprior Fiscal Years of the Company equal cumulative Net Profits allocated with respect to the Units of such Members pursuant to Section ARTICLE 9(iii) for all prior Fiscal Years of the Company, Series B Holders, Series C Holders, Series D Holders and Series E Holders, pro rata among them in proportion to their respective positive the cumulative Net Profits so allocated with respect to the Units of each such Member for all prior fiscal years of the Company, provided that Losses shall not be allocated to any Member pursuant to this Section ARTICLE 9(iii) to the extent such allocation would cause a Member to have an Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series E Preferred Unit then Outstanding has been reduced to zeroDeficit; and (iv) Fourth, the The balance, if any, 100% to the General Partner.” (f) Members who hold Class A Units and the Members who hold Class B Units, pro rata among them in proportion to the aggregate number of Units held by each. The Members intend that, in the Fiscal Year in which a Change of Control Transaction occurs, the allocation provisions of this Section 6.1(c) 9.1 shall result in capital account balances of the Partnership Agreement is hereby amended Members as of such Change of Control Transaction that reflect, after taking into account all allocations and restated distributions for the Fiscal Year in which such Change of Control Transaction occurs and all prior Fiscal Years, the amount that would be distributed to each Member if the Company (A) were to sell all of its assets for their Gross Asset Value, and (B) were to liquidate and distribute the net proceeds of such sale in accordance with Section (d). To the extent that such allocations do not produce capital account balances that reflect such application of Section (d) then, notwithstanding Sections (a) and (b) above but after taking into account Section 13.4, Profits and Losses for such Fiscal Year shall be credited and debited among the Members so as follows:to cause, to the nearest extent possible, such capital account balances to reflect the amount that would be distributed to each Member pursuant to Section (d).

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders)Unitholders, in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners Unitholders pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders and Series E H Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders, Series E Holders, Series F Holders, Series G Holders and Series E H Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit, Series E Preferred Unit, Series F Preferred Unit, Series G Preferred Unit and Series E H Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows: (i) First, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E D Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E D Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E D Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series E D Preferred Unit then Outstanding has been reduced to zero; and (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V), Net Losses for each taxable year period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year period shall be allocated as follows: (i) First, 100% to the General Partner and the Unitholders (other than Series A Holders, Series holding Common Units or Class B Holders, Series C Holders, Series D Holders and Series E Holders)Units, in accordance with their respective Percentage Interestsproportion to, and until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to to, the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 100% (A) to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders) General Partner in accordance with their respective its Percentage InterestsInterest and (B) to all Unitholders holding Common Units or Class B Units, Pro Rata, a percentage equal to 100% less the General Partner's Percentage Interest; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);; and (iii) Third, (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Series A HoldersPreferred Units, Series B HoldersPro Rata, Series C Holders, Series D Holders and Series E Holders, in proportion a percentage equal to their respective positive Adjusted Capital Account balances100% less the General Partner's Percentage Interest, until the Adjusted Capital Account in respect of each Outstanding Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series E Preferred Unit then Outstanding has been reduced to zero; and; (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) Sections 9.2 and as otherwise provided in Article V, Net Losses for each taxable year and all items Fiscal Year (or other relevant period) of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year the Company shall be allocated as followsin the following manner and order of priority: (i) First, 100% to the Unitholders (other than Series Members who hold Class A Holders, Series Units and the Members who hold Class B Holders, Series C Holders, Series D Holders and Series E Holders), in accordance with their respective Percentage InterestsUnits, until the aggregate cumulative Net Losses allocated pursuant to this Section 6.1(b)(i9.1(b)(i) for the current taxable year such Fiscal Year (or other relevant period) and all previous taxable years is prior Fiscal Years of the Company equal cumulative Net Profits allocated with respect to the aggregate Net Income allocated to Units of such Partners Members pursuant to Section 6.1(a)(iv9.1(a)(iv) for all previous taxable yearsprior Fiscal Years of the Company, pro rata among them in proportion to the cumulative Net Profits so allocated with respect to the Units of each such Member for all prior fiscal years of the Company, provided that the Net Losses shall not be allocated to any Member pursuant to this Section 6.1(b)(i9.1(b)(i) to the extent that such allocation would cause any Unitholder a Member to have a deficit balance in its an Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account)Deficit; (ii) Second, 100% to the Unitholders Members who hold Class A Units, until cumulative Net Losses allocated pursuant to this Section 9.1(a)(ii) for such Fiscal Year (or other than Series A Holdersrelevant period) and all prior Fiscal Years of the Company equal cumulative Net Profits allocated with respect to the Units of such Members pursuant to Section 9.1(a)(iii) for all prior Fiscal Years of the Company, Series B Holderspro rata among them in proportion to the cumulative Net Profits so allocated with respect to the Units of each such Member for all prior fiscal years of the Company, Series C Holders, Series D Holders and Series E Holders) in accordance with their respective Percentage Interests; provided, provided that Net Losses shall not be allocated to any Member pursuant to this Section 6.1(b)(ii9.1(a)(ii) to the extent that such allocation would cause any Unitholder a Member to have a deficit balance in its an Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account)Deficit; (iii) Third, to the Members who hold Class A Units, until cumulative Net Losses allocated pursuant to this Section 9.1(b)(iii) for such Fiscal Year (or other relevant period) and all Series A Holdersprior Fiscal Years of the Company equal cumulative Net Profits allocated with respect to the Units of such Members pursuant to Section 9.1(a)(iii) for all prior Fiscal Years of the Company, Series B Holders, Series C Holders, Series D Holders and Series E Holders, pro rata among them in proportion to their respective positive the cumulative Net Profits so allocated with respect to the Units of each such Member for all prior fiscal years of the Company, provided that Losses shall not be allocated to any Member pursuant to this Section 9.1(b)(iii) to the extent such allocation would cause a Member to have an Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series E Preferred Unit then Outstanding has been reduced to zeroDeficit; and (iv) Fourth, the The balance, if any, 100% to the General Partner.” (f) Members who hold Class A Units and the Members who hold Class B Units, pro rata among them in proportion to the aggregate number of Units held by each. The Members intend that, in the Fiscal Year in which a Change of Control Transaction occurs, the allocation provisions of this Section 6.1(c) 9.1 shall result in capital account balances of the Partnership Agreement is hereby amended Members as of such Change of Control Transaction that reflect, after taking into account all allocations and restated distributions for the Fiscal Year in which such Change of Control Transaction occurs and all prior Fiscal Years, the amount that would be distributed to each Member if the Company (A) were to sell all of its assets for their Gross Asset Value, and (B) were to liquidate and distribute the net proceeds of such sale in accordance with Section 13.4(d). To the extent that such allocations do not produce capital account balances that reflect such application of Section 13.4(d) then, notwithstanding Sections 9.1(a) and 9.1(b) above but after taking into account Section 13.4, Profits and Losses for such Fiscal Year shall be credited and debited among the Members so as follows:to cause, to the nearest extent possible, such capital account balances to reflect the amount that would be distributed to each Member pursuant to Section 13.4(d).

Net Losses. After giving effect to the special allocations set forth Except as provided in Section 6.1(d) and as otherwise provided in Article V6.3, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year any Partnership Year shall be allocated as followsin the following manner and order of priority: (ia) First, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders), of Common Units in accordance with their respective Percentage Interests, until Interests in the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) Common Units (to the extent that such allocation would cause any Unitholder to have a deficit balance in its consistent with this Section 6.2.B.2(a)) until the Adjusted Capital Account at (ignoring for this purpose any amounts a Holder is obligated to contribute to the end capital of the Partnership or is deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2) and ignoring the Holder's Series D Preferred Capital, Series E Preferred Capital, Series F Preferred Capital, Series G Preferred Capital, Series H Preferred Capital and Series I Preferred Capital) of each such taxable year (or increase any existing deficit balance in its Adjusted Capital Account)Holder is zero; (iib) Second, 100% to the Unitholders (other than Series A HoldersHolders of Preferred Units, Series B Holders, Series C Holders, Series D Holders and Series E Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant pro rata to this Section 6.1(b)(ii) to the extent that each such allocation would cause any Unitholder to have a deficit balance in its Holder's Adjusted Capital Account at (ignoring for this purpose any amounts a Holder is obligated to contribute to the end capital of such taxable year (the Partnership or increase any existing deficit balance in its Adjusted Capital Accountis deemed obligated to contribute pursuant to Regulations Section 1.704-1(b)(2)(ii)(c)(2); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E Holders, in proportion to their respective positive Adjusted Capital Account balances), until the Adjusted Capital Account in respect (as so modified) of each Series A Preferred Unitsuch Holder is zero; (c) Third, Series B Preferred Unit100% to the Holders of Partnership Interests to the extent of, Series C Preferred Unitand in proportion to, Series D Preferred Unit and Series E Preferred Unit then Outstanding has been reduced to zerothe positive balance (if any) in their Adjusted Capital Accounts; and (ivd) Fourth, the balance, if any, 100% to the General Partner.” (f) C. Allocations to Reflect Issuance of Additional Partnership Interests. In the event that the Partnership issues additional Partnership Interests to the General Partner or any Additional Limited Partner pursuant to Section 6.1(c) 4.3 or 4.4, the General Partner shall make such revisions to this Section 6.2 or to Section 12.2.B as it determines are necessary to reflect the terms of the issuance of such additional Partnership Agreement is hereby amended Interests, including making preferential allocations to certain classes of Partnership Interests, subject to the terms of the Series D Preferred Units, the Series E Preferred Units, the Series F Preferred Units, the Series G Preferred Units, the Series H Preferred Units and restated as follows:the Series I Preferred Units.

Net Losses. After giving effect to the special allocations set forth in Section 6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows:follows:‌ (i) First, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E D Holders), in accordance with their respective Percentage Interests, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iv) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);Account);‌ (ii) Second, 100% to the Unitholders (other than Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E D Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). For purposes of allocating Net Losses pursuant to this‌ Section 6.1(b), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b); (iii) Third, to all Series A Holders, Series B Holders, Series C Holders, Series D Holders and Series E D Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series D Preferred Unit and Series E D Preferred Unit then Outstanding has been reduced to zero; andand‌ (iv) Fourth, the balance, if any, 100% to the General Partner.” (f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:Partner.‌