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 and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 and Class 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 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 and 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 and obligations and 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 Partner and any preferred return owed to any other Partnership UnitsPartner, 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 E Units 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 Rate, and Class E TX Units will automatically convert to into Class I AX Units at the Class E TX Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debts, debts and obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner and any preferred return owed to any other Partnership UnitsOP 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 determined after taking into account all allocations required to be made pursuant to Section 5.1 hereof and all prior distributions made pursuant to this Article 5, in compliance with each other holder of Class I Units, which will include all converted Class T Units, Class S Units, Class D Units and Class 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 outstandingTreasury 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 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 and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Quarterly Allocation and Year-End Allocation to the Special Limited Partner 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 and Class 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 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 and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debts, debts and obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner and any preferred return owed to any other Partnership UnitsPartner, 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 and Class E Units 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 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 and Class E A Units will automatically convert to Class I Units at the Class E A Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation or Class A Performance Allocation to the Special Limited Partner 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 and Class E Units 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 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 and Rate, Class E F-S Units will automatically convert to Class F-I Units at the Class E F-S Conversion Rate, and Class F-D Units will automatically convert to Class F-I Units at the Class F-D Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debts, debts and obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner and any preferred return owed to any other Partnership UnitsPartner, 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, Class D Units and Class E D Units, and with each other holder of Class F-I Units, which will include all converted Class F-S Units and Class 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 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 and Class E B Units will automatically convert to Class I Units at the Class E B Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 and Class E Units 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 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 and Rate, Class E Units will automatically convert to Class I Units at the Class E Conversion Rate, Class F-T Units will automatically convert to Class I Units at the Class 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, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 E Units 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 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 and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debts, debts and obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner and any preferred return owed to any other Partnership UnitsAdvisory 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 M Units and Class E Units 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 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 and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debts, debts and obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation Participation Interest to the Special Limited Partner and any preferred return owed to any other Partnership UnitsPartner, 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 and Class E Units 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 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 E Units will automatically convert to Class I Units at the Class E Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Rate and Class D T Units will automatically convert to Class I Units at the Class D Conversion Rate and Class E Units will automatically convert to Class I Units at the Class E T Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 D Units, Class E Units, Class S Units, Class D Units and Class E Units 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 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 and 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, debts and obligations and 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 Partner and any preferred return owed to any other Partnership UnitsPartner, 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 E Units 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 and Rate, Class E B Units will automatically convert to Class I Units at the Class E B Conversion Rate, Class C Units will automatically convert to Class I Units at the Class 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, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 B Units, Class C Units and Class E 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 and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and the establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 and Class E Units 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 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 and Class E Units will automatically convert to Class I Units at the Class E applicable Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debts, debts and obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation Participation Interest to the Special Limited Partner and any preferred return owed to any other Partnership UnitsPartner, 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 E Units, Class T Units and Class S Units, Class D Units and Class 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 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. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Participation Allocation to the Special Limited Partner 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 C Units, Class D Units, Class F-S Units, Class F-D Units and Class E Units 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 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 and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner Partners 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 and Class E Units 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 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 and Rate, (d) Class E Units will automatically convert to Class I Units at the Class E Conversion Rate, (e) Class X Units will automatically convert to Class I Units at the Class 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, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Quarterly Allocation and Year-End Allocation to the Special Limited Partner 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 E 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 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 and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 and Class E Units 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 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 and Rate, Class E B Units will automatically convert to Class I Units at the Class E B Conversion Rate and Class C Units will automatically convert to Class I Units at the Class C Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 B Units and Class E 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 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 and Rate, Class E B Units will automatically convert to Class I Units at the Class E B Conversion Rate, Class C Units will automatically convert to Class I Units at the Class 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, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 B Units, Class C Units and Class E 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 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 E Units will automatically convert to Class I Units at the Class E Conversion Rate, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Rate and Class D T Units will automatically convert to Class I Units at the Class D Conversion Rate and Class E Units will automatically convert to Class I Units at the Class E T Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 D Units, Class E Units, Class S Units, Class D Units and Class E Units 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 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 and Class E Units will automatically convert to Class I Units at the Class E Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation, Class A Performance Allocation or Class F Performance Allocation to the Special Limited Partner 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 and Class E Units 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 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 D-1 Units at the Class E D-1 Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debts, debts and obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation Participation Interest to the Special Limited Partner and any preferred return owed to any other Partnership UnitsPartner, 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 S-1 Units, Class D Units and Class E Units 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 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 A-II Units will automatically convert to Class I Units at the Class 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, Class S Units will automatically convert to Class I Units at the Class S Conversion Rate, Rate and Class D T Units will automatically convert to Class I Units at the Class D Conversion Rate and Class E Units will automatically convert to Class I Units at the Class E T Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner 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 A-II Units, Class D Units, Class E Units, Class S Units, Class D Units and Class E Units 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 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 Units at the Class E D-1 Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, Debtsdebts, obligations and establishment of reserves of the Partnership, including any Partner loans, and after payment of any accrued Performance Allocation to the Special Limited Partner Partners 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 and Class E Units 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 debts or obligations.