Common use of Priority Allocation With Respect To Preferred Partnership Units Clause in Contracts

Priority Allocation With Respect To Preferred Partnership Units. All --------------------------------------------------------------- or a portion of the remaining items of Partnership gross income or gain for the Partnership fiscal year, if any, shall be specially allocated to the holders of the outstanding Series A Preferred Partnership Units and Series C Preferred Partnership Units (the "Preferred Unit Holders") in an amount equal to the excess, if any, of the cumulative distributions received by the Preferred Unit Holders pursuant to Section 6.2(i) of the Partnership Agreement, as amended, for the current Partnership fiscal year and all prior Partnership fiscal years (other than any distributions that are treated as being in satisfaction of the Liquidation Preference Amount for any Preferred Partnership Units) over the cumulative allocations of Partnership gross income and gain to the Preferred Unit Holders under this Section 2(g) for all prior Partnership fiscal years. Such allocations shall be made in proportion to relative excess amounts determined for each such holder. Solely for purposes of making the required allocation under this Section 2(g) in the fiscal year in which the Partnership is liquidated, the amount of any accrued but unpaid distributions in arrears in respect of the Preferred Partnership Units (determined in accordance with the relevant provisions of Exhibit R and Exhibit S to the Partnership Agreement) --------- --------- shall be treated as having been distributed to the Preferred Unit Holders immediately prior to such liquidation under Section 6.2(i) hereof.

Priority Allocation With Respect To Preferred Partnership Units. All --------------------------------------------------------------- or a portion of the remaining items of Partnership gross income or gain for the Partnership fiscal year, if any, shall be specially allocated to the holders of the outstanding Series A Preferred Partnership Units and Series C Preferred Partnership Units (the "Preferred Unit Holders") in an amount equal to the excess, if any, of the cumulative distributions received by the Preferred Unit Holders pursuant to Section 6.2(i) of the Partnership Agreement, as amended, for the current Partnership fiscal year and all prior Partnership fiscal years (other than any distributions that are treated as being in satisfaction of the Liquidation Preference Amount for any Preferred Partnership Units) over the cumulative allocations of Partnership gross income and gain to the Preferred Unit Holders under this Section 2(g) for all prior Partnership fiscal years. Such allocations shall be made in proportion to relative excess amounts determined for each such holder. Solely for purposes of making the required allocation under this Section 2(g) in the fiscal year in which the Partnership is liquidated, the amount of any accrued but unpaid distributions in arrears in respect of the Preferred Partnership Units (determined in accordance with the relevant provisions of Exhibit R and Exhibit S to the Partnership Agreement) shall be --------- --------- shall be treated as having been distributed to the Preferred Unit Holders immediately prior to such liquidation under Section 6.2(i) hereof.