Common use of Distributions Upon Liquidation Clause in Contracts

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Rate and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts Debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Units and Class E Units and Class N Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts Debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T D Units will automatically convert to Class I Units at the Class T D Conversion Rate, Class IX Units will automatically convert to Class JX Units at the Class IX Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D T Units will automatically convert to Class I Units at the Class D T Conversion Rate, and Class E TX Units will automatically convert to into Class I AX Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N TX Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerOP Unitholder, any remaining assets of the Partnership shall be distributed to each holder of Class I Unitsall Partners in proportion to their respective positive Capital Account balances, ratably with each other holder of Class I Units, which will include determined after taking into account all converted Class T Units, Class S Units, Class D Units, Class E Units allocations required to be made pursuant to Section 5.1 hereof and Class N Unitsall prior distributions made pursuant to this Article 5, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstandingcompliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit net profit and Loss net loss of the Partnership (or items thereof) for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Rate and Class E A Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N A Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N A Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N A Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Rate and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts Debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Quarterly Allocation or Class N Performance and Year-End Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Units and Class E Units and Class N Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts Debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Rate, Class N F-T Units will automatically convert to Class I Units at the Class N F-T Conversion Rate, Class F-S Units will automatically convert to Class I Units at the Class F-S Conversion Rate, Class F-D Units will automatically convert to Class I Units at the Class F-D Conversion Rate and Class F-I Units will automatically convert to Class I Units at the Class F-I Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units, Class F-T Units, Class F-S Units, Class F-D Units and Class N F-I Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class A Units, Class AX Units, Class D Units, Class DX Units, Class I Units, Class IX Units, Class P Units and Class PX Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N applicable class of Units, in such proportion as the number of outstanding Class A Units, Class AX Units, Class D Units, Class DX Units, Class I Units, Class IX Units, Class P Units or Class PX Units held by such holder bears to the total number of outstanding Class A Units, Class AX Units, Class D Units, Class DX Units, Class I Units, Class IX Units, Class P Units or Class PX Units, respectively, then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E F-S Units will automatically convert to Class F-I Units at the Class E F-S Conversion Rate Rate, and Class N F-D Units will automatically convert to Class F-I Units at the Class N F-D Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I UnitsUnits and Class F-I Units in accordance with their positive Capital Account balance, which is intended to result in distributions made ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Units and Class D Units, and with each other holder of Class E F-I Units, which will include all converted Class F-S Units and Class N F-D Units, in such proportion as the number of outstanding Class I Units and Class F-I Units held by such holder bears to the total number of outstanding Class I Units and Class F-I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Rate and Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N D Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class S-1 Units will automatically convert to Class I Units at the Class S-1 Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, and Class E D-1 Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N D-1 Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartners and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D S-1 Units, Class E D Units and Class N D-1 Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T A Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D A Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N F Units will automatically convert to Class I Units at the Class N F Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Participation Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D A Units, Class E Units and Class N F Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Rate and Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation Participation Interest to the Special Limited Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N D Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Rate, Class N S Units will automatically convert to Class I Units at the Class N S Conversion Rate and Class T Units will automatically convert to Class I Units at the Class T Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units, Class S Units and Class N T Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, all Class S Units will automatically convert to Class I Units at the Class S Conversion RateUnits, Class D Units will automatically convert to Class I Units at the Class D Conversion RateUnits, Class E Z Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N applicable Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerAdvisory Fees, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Z Units and Class N Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Rate and Class E B Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N B Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N B Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class S-1 Units will automatically convert to Class I Units at the Class S-1 Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class D-1 Units will automatically convert to Class I Units at the Class D-1 Conversion Rate and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartners and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T S Units, Class S S-1 Units, Class D Units, Class E D-1 Units and Class N E Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T A Units will automatically convert to Class M-I Units at the Class T A Conversion Rate, Class S A-I Units will automatically convert to Class M-I Units at the Class S A-I Conversion Rate, Class M Units will automatically convert to Class M-I Units at the Class M Conversion Rate and Class D Units will automatically convert to Class M-I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerAdvisory Fees, any remaining assets of the Partnership shall be distributed to each holder of Class M-I Units, ratably with each other holder of Class M-I Units, which will include all converted Class T A Units, Class S A-I Units, Class D Units, Class E M Units and Class N D Units, in such proportion as the number of outstanding Class M-I Units held by such holder bears to the total number of outstanding Class M-I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T A-I Units will automatically convert to Class I Units at the Class T A-I Conversion Rate, Class S A-II Units will automatically convert to Class I Units at the Class S A-II Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Rate, Class N S Units will automatically convert to Class I Units at the Class N S Conversion Rate and Class T Units will automatically convert to Class I Units at the Class T Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T A-I Units, Class S A-II Units, Class D Units, Class E Units, Class S Units and Class N T Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class S-1 Units will automatically convert to Class I Units at the Class S-1 Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Rate and Class E D-1 Units will automatically convert to Class I D-1 Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N D-1 Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation Participation Interest to the Special Limited Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D S-1 Units, Class E D Units and Class N D-1 Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, (a) Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, (b) Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, (c) Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, (d) Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Rate, (e) Class N X Units will automatically convert to Class I Units at the Class N X Conversion Rate and (f) Class Y Units will automatically convert to Class I Units at the Class Y Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts Debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Quarterly Allocation or Class N Performance and Year-End Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units, Class X Units and Class N Units, Y Units in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts Debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class S-1 Units will automatically convert to Class I Units at the Class S-1 Conversion Rate, Class N Units will automatically convert to Class I Units at the Class N Conversion Rate, Class N-1 Units will automatically convert to Class I Units at the Class N-1 Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, and Class E D-1 Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N D-1 Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartners and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D S-1 Units, , Class N Units, Class E N-1 Units, Class D Units and Class N D-1 Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Rate and Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations the establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N D Table of Contents Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T A Units and Class AA Units will automatically convert to Class I Units at the Class T A Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate, Class F Units and Class FF Units will automatically convert to Class I Units at the Class F Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Rate and Select Class E Units will automatically convert to Class I Units at the Select Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation, Class A Performance Allocation, Class F Performance Allocation or Select Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T A Units, Class AA Units, Class E Units, Class F Units, Class FF Units, Class S Units, Class D Units, Class E Units and Select Class N Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, (i) Class T B Units will automatically convert to Class F-I Units at the Class T B Conversion Rate, (ii) Class S C Units will automatically convert to Class F-I Units at the Class S C Conversion Rate, Rate (iii) Class D Units will automatically convert to Class F-I Units at the Class D Conversion Rate, (iv) Class F-S Units will automatically convert to Class F-I Units at the Class F-S Conversion Rate, (v) Class F-D Units will automatically convert to Class F-I Units at the Class F-D Conversion Rate and (vi) Class E Units will automatically convert to Class F-I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Participation Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class F-I Units, ratably with each other holder of Class F-I Units, which will include all converted Class T B Units, Class S C Units, Class D Units, Class E F-S Units, Class F-D Units and Class N E Units, in such proportion as the number of outstanding Class F-I Units held by such holder bears to the total number of outstanding Class F-I Units then outstanding. Except as otherwise determined by the General Partner, Class A Units shall be converted to Class E REIT Shares. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class F-S Units will automatically convert to Class I Units at the Class F-S Conversion Rate, Class F-I Units will automatically convert to Class I Units at the Class F-I Conversion Rate, and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Participation Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units, Class F-I Units and Class N F-S Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T D Units will automatically convert to Class I Units at the Class T D Conversion Rate, Class IX Units will automatically convert to Class JX Units at the Class IX Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D T Units will automatically convert to Class I Units at the Class D T Conversion Rate, and Class E TX Units will automatically convert to into Class I AX Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N TX Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation making the distribution to the Special Limited PartnerOP Unitholders (or payment as a cash fee to the Special OP Unitholders, as applicable) called for by Section 5.2(c) in connection with a liquidation of the Partnership (which shall be deemed the liquidating distribution for the Special OP Unitholders) any remaining assets of the Partnership shall be distributed to each all Partners such that the holder of each Partnership Unit receives an amount equal to the Net Asset Value Per Unit for each Partnership Unit held. If, however, the remaining assets of the Partnership are not sufficient to pay in full the Net Asset Value Per Unit for each Partnership Unit, then the holders of Partnership Units of each Class I Unitsor Series shall be distributed an amount equal to the product of (i) the remaining assets of the Partnership that are legally available for distribution to the Partners and (ii) the quotient obtained by dividing (A) the net asset value of the Partnership allocable to such Class or Series of Partnership Units by (B) the aggregate net asset value of the Partnership, ratably with all as calculated as described in the Valuation Policy. Amounts to be distributed to the holders of each other holder Class or Series of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Partnership Units and Class N Units, shall be distributed among those holders in such proportion as to the number of outstanding Units of that Class I Units or Series held by such holder bears to each holder. After application of the total number of outstanding Class I Units then outstanding. Notwithstanding foregoing, any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind remaining assets available for distribution to the Partners exceeds or is less than the Carrying Value of such property shall, shall be distributed to the extent not otherwise recognized by the Partnership, be taken into account Partners in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligationsaccordance with their Percentage Interests.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E B Units will automatically convert to Class I Units at the Class E B Conversion Rate and Rate, Class N C Units will automatically convert to Class I Units at the Class N C Conversion Rate and Class F Units will automatically convert to Class I Units at the Class F Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E B Units, Class C Units and Class N Units, F Units in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, all Class C Units, Class D Units, Class E Units, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, and Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N applicable Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation Participation Interest to the Special Limited Partner and any preferred return owed to any other Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S C Units, Class D Units, Class E Units, Class T Units and Class N S Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T A Units and Class AA Units will automatically convert to Class I Units at the Class T A Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate, Class F Units and Class FF Units will automatically convert to Class I Units at the Class F Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Rate and Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation, Class A Performance Allocation or Class N F Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T A Units, Class AA Units, Class E Units, Class F Units, Class FF Units, Class S Units, Class D Units, Class E Units and Class N D Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class A Units, Class AX Units, Class D Units, Class DX Units, Class I Units, Class IX Units, Class P Units, Class PX Units, Class S Units and Class T Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N applicable class of Units, in such proportion as the number of outstanding Class A Units, Class AX Units, Class D Units, Class DX Units, Class I Units, Class IX Units, Class P Units, Class PX Units, Class S Units or Class T Units held by such holder bears to the total number of outstanding Class A Units, Class AX Units, Class D Units, Class DX Units, Class I Units, Class IX Units, Class P Units, Class PX Units, Class S Units or Class T Units, respectively, then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, and Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartners and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N D Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class T-1 Units will automatically convert to Class I Units at the Class T-1 Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class S-1 Units will automatically convert to Class I Units at the Class S-1 Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class D-1 Units will automatically convert to Class D-1 Units at the Class D-1 Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class T-1 Units, Class S Units, Class S-1 Units, Class D Units, Class D-1 Units, Class E Units and Class N Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, all Class C Units, Class D Units, Class E Units, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, and Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N applicable Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation preferred return owed to the Special Limited any other Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S C Units, Class D Units, Class E Units, Class T Units and Class N S Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, (a) Class T D OP Units will automatically convert to Class I OP Units at the Class T D OP Conversion Rate, (b) Class S E OP Units will automatically convert to Class I OP Units at the Class S E OP Conversion Rate, (c) Class F-D OP Units will automatically convert to Class I OP Units at the Class F-D OP Conversion Rate, (d) Class E F-I OP Units will automatically convert to Class I OP Units at the Class E F-I OP Conversion Rate and Rate, (e) Class N F-S OP Units will automatically convert to Class I OP Units at the Class N F-S OP Conversion Rate and (f) Class S OP Units will automatically convert to Class I OP Units at the Class S OP Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts Debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation Participation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I OP Units, ratably with each other holder of Class I OP Units, which will include all converted Class T Units, Class S Units, Class D OP Units, Class E OP Units, Class F-D OP Units, Class F-I OP Units, Class F-S OP Units and Class N Units, S OP Units in such proportion as the number of outstanding Class I OP Units held by such holder bears to the total number of outstanding Class I OP Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts Debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, all Class C Units, Class D Units, Class D-1 Units, Class E Units, Class S Units, Class S-1 Units, Class T Units and Class T-1 Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N applicable Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation preferred return owed to the Special Limited any other Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T C Units, Class D Units, Class D-1 Units, Class E Units, Class S Units, Class D S-1 Units, Class E T Units and Class N T-1 Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E X-1 Units will automatically convert to Class I Units at the Class E X-1 Conversion Rate and Rate, Class N X-2 Units will automatically convert to Class I Units at the Class N X-2 Conversion Rate and Class A Units will automatically convert to Class I Units at the Class A Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation, Class X-1 Performance Allocation or Class N A Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E X-1 Units, Class X-2 Units and Class N A Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, all Class C Units, Class D Units, Class D-1 Units, Class E Units, Class I-1 Units, Class S Units, Class S-1 Units, Class T Units and Class T-1 Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N applicable Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation preferred return owed to the Special Limited any other Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T C Units, Class D Units, Class D-1 Units, Class E Units, Class I-1 Units, Class S Units, Class D S-1 Units, Class E T Units and Class N T-1 Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Rate, Class N F-T Units will automatically convert to Class I Units at the Class N F-T Conversion Rate, Class F-S Units will automatically convert to Class I Units at the Class F-S Conversion Rate, Class F-D Units will automatically convert to Class I Units at the Class F-D Conversion Rate, Class F-I Units will automatically convert to Class I Units at the Class F-I Conversion Rate, Class F-IO Units will automatically convert to Class I Units at the Class F-IO Conversion Rate and Class IO Units will automatically convert to Class I Units at the Class IO Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units, Class F-T Units, Class F-S Units, Class F-D Units, Class F-I Units, Class F-IO Units and Class N IO Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class T-1 Units will automatically convert to Class I Units at the Class T-1 Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class S- PR Units will automatically convert to Class I Units at the Class S-PR Conversion Rate, Class S-1 Units will automatically convert to Class I Units at the Class S-1 Conversion Rate, Class S-2 Units will automatically convert to Class I Units at the Class S-2 Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class D-1 Units will automatically convert to Class D-1 Units at the Class D-1 Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Rate, Class N Units will automatically convert to Class I Units at the Class N Conversion Rate, and Class K-PR Units will automatically convert to Class I Units at the Class K-PR Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited Partner, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class T-1 Units, Class S Units, Class S-PR Units, Class S-1 Units, Class S-2 Units, Class D Units, Class D-1 Units, Class E Units Units, Class N Units, and Class N K-PR Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E B Units will automatically convert to Class I Units at the Class E B Conversion Rate and Class N C Units will automatically convert to Class I Units at the Class N C Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E B Units and Class N Units, C Units in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Rate, Class N S Units will automatically convert to Class I Units at the Class N S Conversion Rate and Class T Units will automatically convert to Class I Units at the Class T Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units, Class S Units and Class N T Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. ACTIVE\193981801.8 To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Rate and Class E A Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N A Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N A Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Rate and Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate and Class N Units will automatically convert to Class I Units at the Class N Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E Units and Class N D Units, in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Distributions Upon Liquidation. Immediately before liquidation of the Partnership, Class T Units will automatically convert to Class I Units at the Class T Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Class D Units will automatically convert to Class I Units at the Class D Conversion Rate, Class E B Units will automatically convert to Class I Units at the Class E B Conversion Rate and Rate, Class N C Units will automatically convert to Class I Units at the Class N C Conversion Rate and Class F Units will automatically convert to Class I Units at the Class F Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts debts, obligations and obligations establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class N Performance Allocation to the Special Limited PartnerPartner and any preferred return owed to any other Partnership Units, any remaining assets of the Partnership shall be distributed to each holder of Class I Units, ratably with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units, Class E B Units, Class C Units and Class N Units, F Units in such proportion as the number of outstanding Class I Units held by such holder bears to the total number of outstanding Class I Units then outstanding. Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.