e Fifth, to the Common Limited Partners, the Profits Participation Limited Partner, and the General Partner in proportion to the number of Units held by each such Partner. In general (and subject to ceriain special tax and regulatory allocations), losses and deductions of KUE will be allocated to the Partners in the following priority: « First, to the Common Limited Partners, the Profits Participation Limited Partner, and the General Pariner in proportion to and to the extent of their positive adjusted capital account balances; « Second, to the Common Limited Partners, the Profits Participation Limited Partner, and the General Partner in proportion to the number of Units held by each such Partner; and * Third, to the General Partner. To the extent, at the time of any distribution or income or loss allocation pursuant to the Partnership Agreement, the 2/1iths portion of the Profits Participation LP Units has not then been fully allocated by KULG LLC-1 to employees, officers, directors, consultants and agents of KUE, its subsidiaries or joint ventures, then the distribution or income or loss allocation that would otherwise be attributable to such unallocated portion of the Profits Participation LP Units shall be reallocated among the Common Limited Partners and the General Partner in proportion to their Units for purposes of such distribution or income or loss allocation {including in connection with their Preferred Return). Notwithstanding the foregoing, the Limited Partnership Agreement gives the General Partner the authority to override the distribution provisions of the Limitation Partnership Agreement described above in order to achieve the desired economic arrangement of KUE, which is: (i) first, to return the Partners’ Capital Contributions to them; (li} second, for the Common Limited Partners and the General Partner to receive their Preferred Return while the Profits Participation Limited Partner concurrently receives an amount equal to a fraction of the amoun