Common use of Distribution of Cash Clause in Contracts

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial Limited Partner in an amount equal to the Deemed Reinvested Amount, and the Initial Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the amount of the Deemed Reinvested Amount in return for a number of Partnership Units, of the same Class designation as the issued REIT Shares, determined by dividing the Deemed Reinvested Amount by the Net Asset Value of such Partnership Units on the applicable Partnership Record Date. (b) Except for distributions pursuant to Sections 5.8 in connection with the dissolution and liquidation of the Partnership, 5.2(c), 5.2(d), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of expenses allocable to a specific Class as determined by the General Partner in good faith, including without limitation any selling commissions or ongoing servicing fees payable by the Partnership or any of its subsidiaries to broker-dealers with respect to any particular Class of Partnership Units on account of such broker-dealers’ sales or servicing of Partnership Units of such Class. (c) To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership, the General Partner, the Initial Limited Partner and any member or officer of the Initial Limited Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. (d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, in its sole discretion, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial General Partner in an amount equal to the amount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for an equal number of Partnership Units having the same Class designation as the issued REIT Shares. The Partnership shall be deemed to have distributed cash to a Limited Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the Partnership that are reinvested in Partnership Units issued by the Partnership to such Limited Partner pursuant to Section 5.9, and the Initial such Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a such Partnership Units issued pursuant to Section 5.9. The number of Partnership Units, Units issued to any such Limited Partner in respect of such reinvested distributions shall equal the same Class designation as the issued REIT Shares, determined by dividing the Deemed Reinvested Amount amount of such reinvested distributions divided by the most recent Net Asset Value Per Unit of the applicable Class of Partnership Units at the time of such Partnership Units on the applicable Partnership Record Datedistribution (after accounting for any reduction in Net Asset Value Per Unit as a result of such distribution). (b) Except for distributions pursuant to Sections 5.8 Section 5.7 in connection with the dissolution and liquidation of the Partnership, Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class (i) on account of expenses differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus or with respect to Partnership Units (including, without limitation Distribution Fees, Advisory Fees and the Quarterly Allocation or Year-End Allocation which shall be a Class-specific expense allocable to a specific Classes of Partnership Units (and corresponding Classes of REIT Shares) other than Class E Table of Contents Units), or (ii) for other reasons as determined by the Board of Directors of the General Partner (including Advisory Fees and the Quarterly Allocation and Year-End Allocation payable to the Special Limited Partner, each of which are class-specific expenses). Any such differences shall correspond to differences in good faiththe amount of distributions per REIT Share for REIT Shares of different Classes, including without limitation any selling commissions or ongoing servicing fees payable with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the Partnership or any of its subsidiaries to broker-dealers General Partner with respect to any particular REIT Shares having the same Class of Partnership Units on account of such broker-dealers’ sales or servicing of Partnership Units of such Classdesignation. Distributions per Class E Unit will equal the distributions per Class I Unit. (c) To Notwithstanding the extent foregoing, so long as the Partnership is required by law to withhold or to make tax payments Advisory Agreement has not been terminated (including interest and penalties thereon) on behalf by means of or with respect non-renewal), the Special Limited Partner shall be entitled to any Partner a quarterly distribution (the “Tax AdvancesQuarterly Allocation”), promptly following the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf end of each calendar quarter that is not also the end of a Partner shall, at the option of the General Partner, calendar year (which shall accrue on a monthly basis and be measured on a calendar year basis) in an amount equal to: (i) be promptly paid to First, if the Partnership by Total Return for the Partner on whose behalf such Tax Advances were made or applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) be repaid by reducing the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner equals 12.5% of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient sum of (x) the Hurdle Amount for that purpose, by so reducing period and (y) any amount allocated to the proceeds of liquidation otherwise payable Special Limited Partner pursuant to such Partner. Whenever the General Partner selects the option set forth in clause this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. If a Quarterly Allocation is distributed to the Special Limited Partner and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the aggregate amount of all previously received Quarterly Allocations in such calendar year (such amount, a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or the Year-End Allocation (as defined below) in that calendar year shall be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall is not applied pursuant to the previous sentence by the end of such calendar year, distributions of any Quarterly Allocations and the Year-End Allocation in the subsequent four calendar years shall be reduced by an amount equal to (A) the remaining Quarterly Shortfall, plus (B) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the immediately preceding sentence for repayment calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its Affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its Affiliate) shall promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. In addition, so long as the Advisory Agreement has not been terminated (including by means of a Tax Advance by a Partnernon-renewal), for all other purposes of this Partnership Agreement such the Special Limited Partner shall be treated as having received all distributions unreduced entitled to an annual distribution (the “Year-End Allocation”), promptly following the end of each calendar year in an amount equal to (i) and (ii) above, minus the cumulative amount of Quarterly Allocations distributed to the Special Limited Partner in the same calendar year to which the Year-End Allocation relates; provided, that such Year-End Allocation shall be reduced (but not below an amount equal to cumulative amount of Quarterly Allocations and the Year-End Allocation relating to such calendar year) by the amount of such Tax Advance. Each Partner hereby agrees to indemnify and hold harmless any direct or indirect performance fee or incentive allocation that the Partnership, Partnership or the General Partner, the Initial Limited Partner and incurs as an investor in any member or officer of the Initial Limited Partner from and against any liability with respect to Tax Advances required on behalf of or JPM-Advised Fund with respect to such calendar year (such amount, the “JPM-Advised Fund Reduction Amount”); provided, further, that if the JPM-Advised Fund Reduction Amount reduces the Year-End Table of Contents Allocation below zero (such amount, a “JPM-Advised Fund Shortfall”), then subsequent distributions of any Quarterly Allocations or the Year-End Allocation in the subsequent calendar year shall be reduced by the absolute value of such JPM-Advised Fund Shortfall, until such time as no JPM-Advised Fund Shortfall remains. If all or any portion of a JPM-Advised Fund Shortfall is not applied pursuant to the previous sentence by the end of such calendar year, then distributions of any Quarterly Allocations and the Year-End Allocation in the subsequent four calendar years shall be reduced by an amount equal to (A) the remaining JPM-Advised Fund Shortfall, plus (B) an annual rate of 5% on the remaining JPM-Advised Fund Shortfall measured from the first day of the calendar year following the year in which the JPM-Advised Fund Shortfall arose and compounded quarterly (collectively, the “JPM-Advised Fund Quarterly Shortfall Obligation”) until such time as no JPM-Advised Fund Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its Affiliate) may make a full or partial cash payment to reduce the JPM-Advised Fund Quarterly Shortfall Obligation at any time; provided, further, that if any JPM-Advised Fund Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its Affiliate) shall promptly pay the Partnership the remaining JPM-Advised Fund Quarterly Shortfall Obligation in cash. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount for any calendar year will not be carried forward to subsequent calendar years. With respect to all Performance Participation OP Units that are repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the General Partner’s share repurchase plan or pursuant to Section 8.5, the Special Limited Partner shall be entitled to such Quarterly Allocation or Year-End Allocation, as applicable, in an amount calculated as described above calculated in respect of the portion of the calendar quarter or year, as applicable, for which such Performance Participation OP Units were outstanding, and proceeds for any such Performance Participation OP Unit repurchase will be reduced by the amount of any such Quarterly Allocation or Year-End Allocation. Distributions on the Quarterly Allocation and the Year-End Allocation may each be payable in cash, Class I Units or Class E Units at the election of the Special Limited Partner. Each If the Special Limited Partner shall furnish elects to receive such distributions in Class I Units or Class E Units, the Special Limited Partner will receive the number of Class I Units or Class E Units that results from dividing the Quarterly Allocation or the Year-End Allocation, as applicable, by the Net Asset Value Per Unit of the applicable Class of Partnership Units at the time of such distribution. If the Special Limited Partner elects to receive such distributions in Class I Units or Class E Units, the Special Limited Partner may request the Partnership to redeem such Partnership Units from the Special Limited Partner at any time thereafter pursuant to Section 8.5. The measurement of the change in Net Asset Value Per Unit for the purpose of calculating the Total Return is subject to adjustment by the Board of Directors of the General Partner with to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the Board of Directors of the General Partner deems to be a return of capital if such informationchanges are not already reflected in the Partnership’s net assets. The Special Limited Partner will not be obligated to return any portion of the Year-End Allocation paid due to the subsequent performance of the Partnership. In the event the Advisory Agreement is terminated (including by means of non-renewal), forms the Special Limited Partner will be allocated any accrued Quarterly Allocation and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agentsYear-End Allocation, as well as such informationapplicable, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts Performance Participation OP Units as of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding date of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided hereintermination. (d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, more or less frequentfrequently) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial Limited General Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the Initial Limited General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a an equal number of Partnership Units, of Units having the same Class designation as the issued REIT Shares, determined by dividing the Deemed Reinvested Amount by the Net Asset Value of such Partnership Units on the applicable Partnership Record Date. (b) Except for distributions pursuant to Sections 5.8 Section 5.6 in connection with the dissolution and liquidation of the Partnership, Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.45.5, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners each Partner in amounts proportionate bearing the same ratio to the aggregate distribution as the Net Asset Value of the Partnership Units held by each Partner bears to the respective Partners aggregate Net Asset Value of all Partnership Units issued and outstanding on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of expenses allocable differences in Class-specific allocations with respect to a specific REIT Shares (including, without limitation, Distribution Fees, management fees paid pursuant to the Advisory Agreement, the Performance Allocation and the Class A Performance Allocation) as described in the Valuation Guidelines or for other reasons as determined by the Board of Directors of the General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner in good faith, including without limitation any selling commissions or ongoing servicing fees payable by the Partnership or any of its subsidiaries to broker-dealers with respect to any particular REIT Shares having the same Class of Partnership Units on account of such broker-dealers’ sales or servicing of Partnership Units of such Classdesignation. (c) To Notwithstanding the extent foregoing, so long as the Partnership is required by law to withhold or to make tax payments Advisory Agreement has not been terminated (including interest and penalties thereonby means of non-renewal), the Special Limited Partner shall be entitled to a special allocation of Net Profits or distributions of cash in an amount equal to: (i) on behalf of or with With respect to the Class T Units, Class S Units, Class D Units and Class I Units (the “Performance Allocation”): (1) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any Partner (such excess, “Tax AdvancesExcess Profits”), 100% of such Excess Profits until the General total amount allocated to the Special Limited Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option equals 12.5% of the General Partnersum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; and (2) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. (ii) With respect to the Class A Units (the “Class A Performance Allocation”): (1) First, if the Class A Total Return for the applicable period exceeds the sum of (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or Class A Hurdle Amount for that period and (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause Class A Loss Carryforward Amount (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership, the General Partner, the Initial Limited Partner and any member or officer of the Initial Limited Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. (d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.such

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial REIT Limited Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the REIT Limited Partner that are reinvested in REIT Shares issued by the REIT Limited Partner pursuant to the REIT Limited Partner’s distribution reinvestment plan, and the Initial REIT Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a an equal number of Partnership Units, of Units having the same Class designation as the issued REIT Shares, determined by dividing . The Partnership shall be deemed to have distributed cash to a Limited Partner in an amount equal to the Deemed Reinvested Amount amount of distributions by the Partnership that are reinvested in Partnership Units issued by the Partnership to such Limited Partner pursuant to Section 5.10, and such Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for such Partnership Units issued pursuant to Section 5.10. The number of Partnership Units issued to any such Limited Partner in respect of such reinvested distributions shall equal the amount of such reinvested distributions divided by the most recent Net Asset Value Per Unit of the applicable Class of Partnership Units at the time of such Partnership Units on the applicable Partnership Record Datedistribution (after accounting for any reduction in Net Asset Value Per Unit as a result of such distribution). (b) Except for distributions pursuant to Sections 5.8 in connection with the dissolution and liquidation of the Partnership, and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class (i) on account of expenses differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus or with respect to Partnership Units (including without limitation Distribution Fees and Advisory Fees, which shall be a Class-specific expense allocable to a specific Classes of Partnership Units (and corresponding Classes of REIT Shares) other than Class E Units), or (ii) for other reasons as determined by the General Partner Board of Directors of the REIT Limited Partner. Any such differences shall correspond to differences in good faiththe amount of distributions per REIT Share for REIT Shares of different Classes, including without limitation any selling commissions or ongoing servicing fees payable with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the Partnership or any of its subsidiaries to broker-dealers REIT Limited Partner with respect to any particular REIT Shares having the same Class of Partnership Units on account of designation; provided, however, that such broker-dealers’ sales or servicing of requirement in this sentence shall not apply with respect to Partnership Units of such Classany given Class at any time there are no REIT Shares of the same Class issued and outstanding. (c) To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership, the General Partner, the Initial REIT Limited Partner and any member member, officer or officer director of the Initial General Partner or REIT Limited Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. (d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial REIT Limited Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the REIT Limited Partner that are reinvested in REIT Shares issued by the REIT Limited Partner pursuant to the REIT Limited Partner’s distribution reinvestment plan, and the Initial REIT Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a an equal number of Partnership Units, of Units having the same Class designation as the issued REIT Shares, determined by dividing . The Partnership shall be deemed to have distributed cash to a Limited Partner in an amount equal to the Deemed Reinvested Amount amount of distributions by the Partnership that are reinvested in Partnership Units issued by the Partnership to such Limited Partner pursuant to Section 5.10, and such Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for such Partnership Units issued pursuant to Section 5.10. The number of Partnership Units issued to any such Limited Partner in respect of such reinvested distributions shall equal the amount of such reinvested distributions divided by the most recent Net Asset Value Per Unit of the applicable Class of Partnership Units at the time of such Partnership Units on the applicable Partnership Record Datedistribution (after accounting for any reduction in Net Asset Value Per Unit as a result of such distribution). (b) Except for distributions pursuant to Sections Section 5.8 in connection with the dissolution and liquidation of the Partnership, and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class (i) on account of expenses differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus or with respect to Partnership Units (including without limitation Distribution Fees and Advisory Fees, which shall be a Class-specific expense allocable to a specific Classes of Partnership Units (and corresponding Classes of REIT Shares) other than Class E Units), or (ii) for other reasons as determined by the General Partner Board of Directors of the REIT Limited Partner. Any such differences shall correspond to differences in good faiththe amount of distributions per REIT Share for REIT Shares of different Classes, including without limitation any selling commissions or ongoing servicing fees payable with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the Partnership or any of its subsidiaries to broker-dealers REIT Limited Partner with respect to any particular REIT Shares having the same Class of Partnership Units on account of designation; provided, however, that such broker-dealers’ sales or servicing of requirement in this sentence shall not apply with respect to Partnership Units of such Classany given Class at any time there are no REIT Shares of the same Class issued and outstanding. (c) To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby xxxxxx agrees to indemnify and hold harmless the Partnership, the General Partner, the Initial REIT Limited Partner and any member member, officer or officer director of the Initial General Partner or REIT Limited Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. (d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial REIT Limited Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the REIT Limited Partner that are reinvested in REIT Shares issued by the REIT Limited Partner pursuant to the REIT Limited Partner’s distribution reinvestment plan, and the Initial REIT Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a an equal number of Partnership Units, of Units having the same Class designation as the issued REIT Shares, determined by dividing . The Partnership shall be deemed to have distributed cash to a Limited Partner in an amount equal to the Deemed Reinvested Amount amount of distributions by the Partnership that are reinvested in Partnership Units issued by the Partnership to such Limited Partner pursuant to Section 5.10, and such Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for such Partnership Units issued pursuant to Section 5.10. The number of Partnership Units issued to any such Limited Partner in respect of such reinvested distributions shall equal the amount of such reinvested distributions divided by the most recent Net Asset Value Per Unit of the applicable Class of Partnership Units at the time of such Partnership Units on the applicable Partnership Record Datedistribution (after accounting for any reduction in Net Asset Value Per Unit as a result of such distribution). (b) Except for distributions pursuant to Sections 5.8 in connection with the dissolution and liquidation of the Partnership, and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class (i) on account of expenses differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus or with respect to Partnership Units (including without limitation Distribution Fees, Advisory Fees and the Performance Participation Interest which shall be a Class-specific expense allocable to a specific Classes of Partnership Units (and corresponding Classes of REIT Shares) other than Class E Units), or (ii) for other reasons as determined by the General Partner Board of Directors of the REIT Limited Partner. Any such differences shall correspond to differences in good faiththe amount of distributions per REIT Share for REIT Shares of different Classes, including without limitation any selling commissions or ongoing servicing fees payable with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the Partnership or any of its subsidiaries to broker-dealers REIT Limited Partner with respect to REIT Shares having the same Class designation; provided, however, that such requirement in this sentence shall not apply with respect to Partnership Units of any particular given Class at any time there are no REIT Shares of the same Class issued and outstanding. (c) Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partner shall be entitled to a distribution (the “Performance Participation Interest”), promptly following the end of each calendar year (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. With respect to all Performance Participation Units that are repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the REIT Limited Partner’s share repurchase plan or pursuant to Section 8.5, the Special Limited Partner shall be entitled to such Performance Participation Interest in an amount calculated as described above calculated in respect of the portion of the year for which such Performance Participation Units were outstanding, and proceeds for any such Performance Participation Unit repurchase will be reduced by the amount of any such Performance Participation Interest. Distributions on the Performance Participation Interest may be payable, at the election of the Special Limited Partner, in cash, Class E Units, Class I Units or any combination of the foregoing. If the Special Limited Partner elects to receive such distributions in Partnership Units, the Special Limited Partner will receive the number of Partnership Units that results from dividing the Performance Participation Interest by the Net Asset Value Per Unit of the applicable Class of Partnership Units on account at the time of such broker-dealers’ sales or servicing of distribution. If the Special Limited Partner elects to receive such distributions in Partnership Units, the Special Limited Partner may request the Partnership to redeem such Partnership Units from the Special Limited Partner at any time thereafter pursuant to Section 8.5. The measurement of the change in Net Asset Value Per Unit for the purpose of calculating the Total Return is subject to adjustment by the Board of Directors of the REIT Limited Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the Board of Directors of the REIT Limited Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. The Special Limited Partner will not be obligated to return any portion of the Performance Participation Interest paid due to the subsequent performance of the Partnership. In the event the Advisory Agreement is terminated (including by means of non-renewal), the Special Limited Partner will be allocated any accrued Performance Participation Interest with respect to all Performance Participation Units as of the date of such Classtermination. (cd) To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership, the General Partner, the Initial REIT Limited Partner and any member member, officer or officer director of the Initial General Partner or REIT Limited Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. (de) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, in its sole discretion, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial General Partner in an amount equal to the amount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for an equal number of Partnership Units having the same Class designation as the issued REIT Shares. The Partnership shall be deemed to have distributed cash to a Limited Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the Partnership that are reinvested in Partnership Units issued by the Partnership to such Limited Partner pursuant to Section 5.9, and the Initial such Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a such Partnership Units issued pursuant to Section 5.9. The number of Partnership Units, Units issued to any such Limited Partner in respect of such reinvested distributions shall equal the same Class designation as the issued REIT Shares, determined by dividing the Deemed Reinvested Amount amount of such reinvested distributions divided by the most recent Net Asset Value Per Unit of the applicable Class of Partnership Units at the time of such Partnership Units on the applicable Partnership Record Datedistribution (after accounting for any reduction in Net Asset Value Per Unit as a result of such distribution). (b) Except for distributions pursuant to Sections 5.8 Section 5.7 in connection with the dissolution and liquidation of the Partnership, Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class (i) on account of expenses differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus or with respect to Partnership Units (including, without limitation Distribution Fees, Advisory Fees and the Quarterly Allocation or Year-End Allocation which shall be a Class-specific expense allocable to a specific Classes of Partnership Units (and corresponding Classes of REIT Shares) other than Class E Units), or (ii) for other reasons as determined by the Board of Directors of the General Partner (including Advisory Fees and the Quarterly Allocation and Year-End Allocation payable to the Special Limited Partner, each of which are class-specific expenses). Any such differences shall correspond to differences in good faiththe amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having the same Class designation. Distributions per Class E Unit will equal the distributions per Class I Unit. (c) Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including without limitation by means of non-renewal), the Special Limited Partner shall be entitled to a quarterly distribution (the “Quarterly Allocation”), promptly following the end of each calendar quarter that is not also the end of a calendar year (which shall accrue on a monthly basis and be measured on a calendar year basis) in an amount equal to: (i) With respect to the Performance Participation OP Units: (1) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any selling commissions such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; and (2) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. (ii) With respect to the Class X Units and Class Y Units: (1) First, if the Class X and Y Total Return for the applicable period exceeds the sum of (i) the Class X and Y Hurdle Amount for that period and (ii) the Class X and Y Loss Carryforward Amount (any such excess, “Class X and Y Excess Profits”), 50% of such Class X and Y Excess Profits until the total amount allocated to the Special Limited Partner equals 10% of the sum of (x) the Class X and Y Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; and (2) Second, to the extent there are remaining Class X and Y Excess Profits, 10% of such remaining Class X and Y Excess Profits. If a Quarterly Allocation is distributed to the Special Limited Partner and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the aggregate amount of all previously received Quarterly Allocations in such calendar year (such amount, a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or ongoing servicing fees payable the Year-End Allocation (as defined below) in that calendar year shall be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall is not applied pursuant to the previous sentence by the end of such calendar year, distributions of any Quarterly Allocations and the Year-End Allocation in the subsequent four calendar years shall be reduced by an amount equal to (A) the remaining Quarterly Shortfall, plus (B) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its Affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its Affiliate) shall promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. In addition, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partner shall be entitled to an annual distribution (the “Year-End Allocation”), promptly following the end of each calendar year in an amount equal to (i) and (ii) above, minus the cumulative amount of Quarterly Allocations distributed to the Special Limited Partner in the same calendar year to which the Year-End Allocation relates; provided, that such Year-End Allocation shall be reduced (but not below an amount equal to cumulative amount of Quarterly Allocations and the Year-End Allocation relating to such calendar year) by the amount of any direct or indirect performance fee or incentive allocation that the Partnership or the General Partner incurs as an investor in any of its subsidiaries to brokerJPM-dealers Advised Fund with respect to such calendar year (such amount, the “JPM-Advised Fund Reduction Amount”); provided, further, that if the JPM-Advised Fund Reduction Amount reduces the Year-End Allocation below zero (such amount, a “JPM-Advised Fund Shortfall”), then subsequent distributions of any particular Quarterly Allocations or the Year-End Allocation in the subsequent calendar year shall be reduced by the absolute value of such JPM-Advised Fund Shortfall, until such time as no JPM-Advised Fund Shortfall remains. If all or any portion of a JPM-Advised Fund Shortfall is not applied pursuant to the previous sentence by the end of such calendar year, then distributions of any Quarterly Allocations and the Year-End Allocation in the subsequent four calendar years shall be reduced by an amount equal to (A) the remaining JPM-Advised Fund Shortfall, plus (B) an annual rate of 5% on the remaining JPM-Advised Fund Shortfall measured from the first day of the calendar year following the year in which the JPM-Advised Fund Shortfall arose and compounded quarterly (collectively, the “JPM-Advised Fund Quarterly Shortfall Obligation”) until such time as no JPM-Advised Fund Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its Affiliate) may make a full or partial cash payment to reduce the JPM-Advised Fund Quarterly Shortfall Obligation at any time; provided, further, that if any JPM-Advised Fund Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its Affiliate) shall promptly pay the Partnership the remaining JPM-Advised Fund Quarterly Shortfall Obligation in cash. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount for any calendar year will not be carried forward to subsequent calendar years. Any amount by which Class X and Y Total Return falls below the Class X and Y Hurdle Amount and that does not constitute Class X and Y Loss Carryforward Amount for any calendar year will not be carried forward to subsequent calendar years. With respect to all Performance Participation OP Units, Class X Units and Class Y Units that are repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the General Partner’s share repurchase plan or pursuant to Section 8.5, the Special Limited Partner shall be entitled to such Quarterly Allocation or Year-End Allocation, as applicable, in an amount calculated as described above, calculated in respect of the portion of the calendar quarter or year, as applicable, for which such Performance Participation OP Units, Class X Units or Class Y Units were outstanding, and proceeds for any such Performance Participation OP Unit, Class X Unit or Class Y Unit repurchase will be reduced by the amount of any such Quarterly Allocation or Year-End Allocation. Distributions on the Quarterly Allocation and the Year-End Allocation may each be payable in cash, Class I Units or Class E Units at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such distributions in Class I Units or Class E Units, the Special Limited Partner will receive the number of Class I Units or Class E Units that results from dividing the Quarterly Allocation or the Year-End Allocation, as applicable, by the Net Asset Value Per Unit of the applicable Class of Partnership Units on account at the time of such broker-dealers’ sales distribution. If the Special Limited Partner elects to receive such distributions in Class I Units or servicing of Class E Units, the Special Limited Partner may request the Partnership to redeem such Partnership Units from the Special Limited Partner at any time thereafter pursuant to Section 8.5. The measurement of the change in Net Asset Value Per Unit for the purpose of calculating the Total Return and the Class X and Y Total Return is subject to adjustment by the Board of Directors of the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the Board of Directors of the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. The Special Limited Partner will not be obligated to return any portion of the Year-End Allocation paid due to the subsequent performance of the Partnership. In the event the Advisory Agreement is terminated (including by means of non-renewal), the Special Limited Partner will be allocated any accrued Quarterly Allocation and the Year-End Allocation, as applicable, with respect to all Performance Participation OP Units, Class X Units and Class Y Units as of the date of such Classtermination. (cd) To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby hxxxxx agrees to indemnify and hold harmless the Partnership, Partnership and the General Partner, the Initial Limited Partner and any member member, officer or officer director of the Initial Limited General Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. (de) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, more or less frequentfrequently) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial Limited General Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the Initial Limited General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a an equal number of Partnership Units, of Units having the same Class designation as the issued REIT Shares. For the avoidance of doubt, determined by dividing reimbursement payments made to the Deemed Reinvested Amount by the Net Asset Value of such Partnership Units on the applicable Partnership Record DateGeneral Partner pursuant to Section 6.5(b) shall not be treated as distributions made under this Section 5.2. (b) Except for distributions pursuant to Sections 5.8 Section 5.6 in connection with the dissolution and liquidation of the Partnership, Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of expenses allocable differences in Class-specific expense allocations with respect to a specific Class REIT Shares as described in the Memorandum or for other reasons as determined by the Board of Trustees of the General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner in good faith, including without limitation any selling commissions or ongoing servicing fees payable by the Partnership or any of its subsidiaries to broker-dealers with respect to REIT Shares having the same Class designation. (c) Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partners shall be entitled to a distribution (the “Performance Allocation”) on or promptly following the end of each quarter and at the other times described below (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any particular such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partners equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partners pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Such distributions shall be divided among the Special Limited Partners in the same proportion as their Special Limited Partnership Interest Percentages. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. With respect to all Partnership Units that are repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the General Partner’s share repurchase plan, each Special Limited Partner shall be entitled to such Performance Allocation in an amount calculated as described above calculated in respect of the portion of the calendar year for which such Partnership Units were outstanding, and proceeds for any such Partnership Unit repurchase will be reduced by the amount of any such Performance Allocation. On or promptly following the end of each calendar quarter that is not also the end of a calendar year, each Special Limited Partner will be entitled to a Performance Allocation as described above calculated in respect of the portion of the year to date, less any Performance Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Allocation that each Special Limited Partner is entitled to receive at the end of each calendar year will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year a Special Limited Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Allocations in that calendar year will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a calendar year following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Allocations in the subsequent four calendar years will be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that each Special Limited Partner (or its affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its affiliate) will promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. Distributions on the Performance Allocation may be payable in cash or Class I Units at the election of each Special Limited Partner. If a Special Limited Partner elects to receive such distributions in Partnership Units, the Special Limited Partner will receive the number of Partnership Units that results from dividing the Performance Allocation by the Net Asset Value per Unit of the applicable Class of Partnership Units on account at the time of such broker-dealers’ sales or servicing of distribution. If a Special Limited Partner elects to receive such distributions in Partnership Units, the Special Limited Partner may request the Partnership to redeem such Partnership Units from the Special Limited Partner at any time thereafter pursuant to Section 8.5. The measurement of the change in Net Asset Value Per Unit for the purpose of calculating the Total Return is subject to adjustment by the Board of Trustees of the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the Board of Trustees of the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly allocations, a Special Limited Partner will not be obligated to return any portion of the Performance Allocation paid due to the subsequent performance of the Partnership. In the event the Advisory Agreement is terminated (including by means of non-renewal), each Special Limited Partner will be allocated any accrued Performance Allocation with respect to all Partnership Units as of the date of such Classtermination. (cd) To the extent the Partnership (or any entity in which the Partnership has an ownership interest) is required by law to withhold or to make tax payments or incurs any taxes or governmental charges (including interest and penalties thereon) on behalf of or with respect to any Partner (including pursuant to Section 1446 of the Code) or by reason of such Partner’s participation in the Partnership, or that are otherwise attributable to such Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby xxxxxx agrees to indemnify and hold harmless the Partnership, Partnership and the General Partner, the Initial Limited Partner and any member or officer of the Initial Limited General Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. A Partner’s obligations pursuant to this Section 5.2(d) shall survive the resignation, withdrawal, termination or removal of such Partner from the Partnership. (de) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, more or less frequentfrequently) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial Limited General Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the Initial Limited General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a an equal number of Partnership Units, of Units having the same Class designation as the issued REIT Shares. For the avoidance of doubt, determined by dividing reimbursement payments made to the Deemed Reinvested Amount by the Net Asset Value of such Partnership Units on the applicable Partnership Record DateGeneral Partner pursuant to Section 6.5(b) shall not be treated as distributions made under this Section 5.2. (b) Except for distributions pursuant to Sections 5.8 Section 5.6 in connection with the dissolution and liquidation of the Partnership, Partnership and subject to the provisions of Section 5.2(c), Section 5.2(d), Section 5.2(e), Section 5.3 and Section 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of expenses allocable differences in Class-specific expense allocations with respect to a specific Class REIT Shares as described in the Memorandum or for other reasons as determined by the General Partner Partner. Any such differences shall correspond to differences in good faiththe amount of distributions per REIT Share for REIT Shares of different Classes, including without limitation any selling commissions or ongoing servicing fees payable with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the Partnership or any of its subsidiaries to broker-dealers General Partner with respect to any particular REIT Shares having the same Class of Partnership Units on account of such broker-dealers’ sales or servicing of Partnership Units of such Classdesignation. (c) Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partner shall be entitled to a distribution (the “Performance Participation Allocation”), promptly following the end of each year (which shall accrue on a monthly basis and be measured on a calendar year basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner equals (A) 12.5% with respect to the Class I Units, (B) 5% with respect of the Class A Units and (C) 10% with respect to the Class F Units, in each case, of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, (A) 12.5% with respect to the Class I Units, (B) 5% with respect of the Class A Units and (C) 10% with respect to the Class F Units, in each case, in each case, of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount for any calendar year will not be carried forward to subsequent calendar years. With respect to all Performance Participation Units that are repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the General Partner’s share repurchase plan or pursuant to Section 8.4, the Special Limited Partner shall be entitled to such Performance Participation Allocation in an amount calculated as described above calculated in respect of the portion of the calendar year for which such Performance Participation Units were outstanding, and proceeds for any such Performance Participation Unit repurchase will be reduced by the amount of any such Performance Participation Allocation. Promptly following the end of each calendar quarter that is not also the end of a calendar year, the Special Limited Partner will be entitled to a Performance Participation Allocation as described above calculated in respect of the portion of the year to date, less any Performance Participation Allocation received with respect to prior quarters in that year (the “Quarterly Allocation”). The Performance Participation Allocation that the Special Limited Partner is entitled to receive at the end of each calendar year will be reduced by the cumulative amount of Quarterly Allocations that year. If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the aggregate amount of all previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Participation Allocations in that calendar year shall be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall remains at the end of a calendar year following the application described in the previous sentence, distributions of any Quarterly Allocations and year-end Performance Participation Allocations in the subsequent four calendar years shall be reduced by (i) the remaining Quarterly Shortfall plus (ii) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its Affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its Affiliate) shall promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. Distributions on the Performance Participation Allocation may be payable in cash or Class E Units at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such distributions in Partnership Units, the Special Limited Partner will receive the number of Partnership Units that results from dividing the Performance Participation Allocation by the Net Asset Value Per Unit of Class E Units at the time of such distribution. If the Special Limited Partner elects to receive such distributions in Partnership Units, the Special Limited Partner may request the Partnership to redeem such Partnership Units from the Special Limited Partner at any time thereafter pursuant to Section 8.4. The measurement of the change in Net Asset Value Per Unit for the purpose of calculating the Total Return is subject to adjustment by the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. Except as noted above with respect to Quarterly Allocations, the Special Limited Partner will not be obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Partnership. In the event the Advisory Agreement is terminated (including by means of non-renewal), the Special Limited Partner will be allocated any accrued Performance Participation Allocation with respect to all Performance Participation Units as of the date of such termination. (d) To the extent the Partnership (or any entity in which the Partnership has a direct or indirect ownership interest) is required by law to withhold or to make tax payments or incurs any taxes or governmental charges (including interest and penalties thereon) on behalf of or with respect to any Partner or by reason of such Partner’s participation in the Partnership or as a result of a Partner’s failure to provide requested tax information (including any amounts imposed pursuant to Section 1446(f) of the Code or Section 6225 of the Code) that, in the General Partner’s reasonable discretion, are attributable to such Partner or such Partner’s predecessor (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of attributable to a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby hxxxxx agrees to indemnify and hold harmless the Partnership, Partnership and the General Partner, the Initial Limited Partner and any member or officer of the Initial Limited General Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment entity in which the Partnership invests that is treated as has a flow-through entity for U.S. federal income tax purposesdirect or indirect interest) allocable attributable to a Partner from an Investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. A Partner’s obligations pursuant to this Section 5.2(d) shall survive the resignation, termination or removal of such Partner from the Partnership and the winding up, dissolution and liquidation of the Partnership (in which case such obligation shall be owed to the General Partner directly). (de) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, in its sole discretion, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial General Partner in an amount equal to the amount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for an equal number of Partnership Units having the same Class designation as the issued REIT Shares. The Partnership shall be deemed to have distributed cash to a Limited Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the Partnership that are reinvested in Partnership Units issued by the Partnership to such Limited Partner pursuant to Section 5.9, and the Initial such Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a such Partnership Units issued pursuant to Section 5.9. The number of Partnership Units, Units issued to any such Limited Partner in respect of such reinvested distributions shall equal the same Class designation as the issued REIT Shares, determined by dividing the Deemed Reinvested Amount amount of such reinvested distributions divided by the most recent Net Asset Value Per Unit of the applicable Class of Partnership Units at the time of such Partnership Units on the applicable Partnership Record Datedistribution (after accounting for any reduction in Net Asset Value Per Unit as a result of such distribution). (b) Except for distributions pursuant to Sections 5.8 Section 5.7 in connection with the dissolution and liquidation of the Partnership, Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class (i) on account of expenses differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus or with respect to Partnership Units (including, without limitation Distribution Fees, Advisory Fees and the Quarterly Allocation or Year-End Allocation which shall be a Class-specific expense allocable to a specific Classes of Partnership Units (and corresponding Classes of REIT Shares) other than Class E Units), or (ii) for other reasons as determined by the Board of Directors of the General Partner (including Advisory Fees and the Quarterly Allocation and Year-End Allocation payable to the Special Limited Partner, each of which are class-specific expenses). Any such differences shall correspond to differences in good faiththe amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having the same Class designation. Distributions per Class E Unit will equal the distributions per Class I Unit. (c) Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including without limitation by means of non-renewal), the Special Limited Partner shall be entitled to a quarterly distribution (the “Quarterly Allocation”), promptly following the end of each calendar quarter that is not also the end of a calendar year (which shall accrue on a monthly basis and be measured on a calendar year basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any selling commissions such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. If a Quarterly Allocation is distributed to the Special Limited Partner and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the aggregate amount of all previously received Quarterly Allocations in such calendar year (such amount, a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or ongoing servicing fees payable the Year-End Allocation (as defined below) in that calendar year shall be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall is not applied pursuant to the previous sentence by the end of such calendar year, distributions of any Quarterly Allocations and the Year-End Allocation in the subsequent four calendar years shall be reduced by an amount equal to (A) the remaining Quarterly Shortfall, plus (B) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its Affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its Affiliate) shall promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. In addition, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partner shall be entitled to an annual distribution (the “Year-End Allocation”), promptly following the end of each calendar year in an amount equal to (i) and (ii) above, minus the cumulative amount of Quarterly Allocations distributed to the Special Limited Partner in the same calendar year to which the Year-End Allocation relates; provided, that such Year-End Allocation shall be reduced (but not below an amount equal to cumulative amount of Quarterly Allocations and the Year-End Allocation relating to such calendar year) by the amount of any direct or indirect performance fee or incentive allocation that the Partnership or the General Partner incurs as an investor in any of its subsidiaries to brokerJPM-dealers Advised Fund with respect to such calendar year (such amount, the “JPM-Advised Fund Reduction Amount”); provided, further, that if the JPM-Advised Fund Reduction Amount reduces the Year-End Allocation below zero (such amount, a “JPM-Advised Fund Shortfall”), then subsequent distributions of any particular Quarterly Allocations or the Year-End Allocation in the subsequent calendar year shall be reduced by the absolute value of such JPM-Advised Fund Shortfall, until such time as no JPM-Advised Fund Shortfall remains. If all or any portion of a JPM-Advised Fund Shortfall is not applied pursuant to the previous sentence by the end of such calendar year, then distributions of any Quarterly Allocations and the Year-End Allocation in the subsequent four calendar years shall be reduced by an amount equal to (A) the remaining JPM-Advised Fund Shortfall, plus (B) an annual rate of 5% on the remaining JPM-Advised Fund Shortfall measured from the first day of the calendar year following the year in which the JPM-Advised Fund Shortfall arose and compounded quarterly (collectively, the “JPM-Advised Fund Quarterly Shortfall Obligation”) until such time as no JPM-Advised Fund Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its Affiliate) may make a full or partial cash payment to reduce the JPM-Advised Fund Quarterly Shortfall Obligation at any time; provided, further, that if any JPM-Advised Fund Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its Affiliate) shall promptly pay the Partnership the remaining JPM-Advised Fund Quarterly Shortfall Obligation in cash. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount for any calendar year will not be carried forward to subsequent calendar years. With respect to all Performance Participation OP Units that are repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the General Partner’s share repurchase plan or pursuant to Section 8.5, the Special Limited Partner shall be entitled to such Quarterly Allocation or Year-End Allocation, as applicable, in an amount calculated as described above calculated in respect of the portion of the calendar quarter or year, as applicable, for which such Performance Participation OP Units were outstanding, and proceeds for any such Performance Participation OP Unit repurchase will be reduced by the amount of any such Quarterly Allocation or Year-End Allocation. Distributions on the Quarterly Allocation and the Year-End Allocation may each be payable in cash, Class I Units or Class E Units at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such distributions in Class I Units or Class E Units, the Special Limited Partner will receive the number of Class I Units or Class E Units that results from dividing the Quarterly Allocation or the Year-End Allocation, as applicable, by the Net Asset Value Per Unit of the applicable Class of Partnership Units on account at the time of such broker-dealers’ sales distribution. If the Special Limited Partner elects to receive such distributions in Class I Units or servicing of Class E Units, the Special Limited Partner may request the Partnership to redeem such Partnership Units from the Special Limited Partner at any time thereafter pursuant to Section 8.5. The measurement of the change in Net Asset Value Per Unit for the purpose of calculating the Total Return is subject to adjustment by the Board of Directors of the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the Board of Directors of the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. The Special Limited Partner will not be obligated to return any portion of the Year-End Allocation paid due to the subsequent performance of the Partnership. In the event the Advisory Agreement is terminated (including by means of non-renewal), the Special Limited Partner will be allocated any accrued Quarterly Allocation and the Year-End Allocation, as applicable, with respect to all Performance Participation OP Units as of the date of such Classtermination. (cd) To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby xxxxxx agrees to indemnify and hold harmless the Partnership, Partnership and the General Partner, the Initial Limited Partner and any member member, officer or officer director of the Initial Limited General Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. (de) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, more or less frequentfrequently) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the General Partner directly or through the Initial Limited Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s dividend reinvestment plan, and the General Partner or the Initial Limited Partner Partner, as the case may be, shall be deemed to Table of Contents have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a an equal number of Partnership Units, of Units having the same Class designation as the issued REIT Shares, determined by dividing the Deemed Reinvested Amount by the Net Asset Value of such Partnership Units on the applicable Partnership Record Date. (b) Except for distributions pursuant to Sections 5.8 Section 5.6 in connection with the dissolution and liquidation of the Partnership, Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.45.5, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of expenses allocable differences in Class-specific expense allocations with respect to a specific REIT Shares as described in the Multiple Class Plan or for other reasons as determined by the Board of Directors of the General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner in good faith, including without limitation any selling commissions or ongoing servicing fees payable by the Partnership or any of its subsidiaries to broker-dealers with respect to any particular REIT Shares having the same Class of Partnership Units on account of such broker-dealers’ sales or servicing of Partnership Units of such Classdesignation. (c) To Notwithstanding the extent foregoing, so long as the Partnership is required by law to withhold or to make tax payments Advisory Agreement has not been terminated (including interest and penalties thereon) on behalf by means of or with respect non-renewal), the Special Limited Partner shall be entitled to any Partner a distribution (the “Tax AdvancesPerformance Allocation”), promptly following the end of each year (which shall accrue on a monthly basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner equals 5.0% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause (this is commonly referred to as a “Catch-Up”); and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount will not be carried forward to subsequent periods. With respect to all Partnership Units that are repurchased at the end of any month in connection with redemptions or repurchases of REIT Shares pursuant to the General Partner’s Share Redemption Program, a tender offer by the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shallor otherwise, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Special Limited Partner shall be treated entitled to such Performance Allocation in an amount calculated as having received all distributions unreduced described above calculated in respect of the portion of the year for which such Partnership Units were outstanding, and proceeds for any such Partnership Unit repurchase will be reduced by the amount of any such Tax AdvancePerformance Allocation. Each Distributions on the Performance Allocation may be payable in cash or Class I Units at the election of the Special Limited Partner. If the Special Limited Partner hereby agrees elects to indemnify and hold harmless the Partnershipreceive such distributions in Class I Units, the General PartnerSpecial Limited Partner will receive the number of Class I Units that results from dividing the Performance Allocation by the Net Asset Value per Class I Unit at the time of such distribution. If the Special Limited Partner elects to receive such distributions in Class I Units, the Initial Special Limited Partner and may request the Partnership to redeem such Class I Units from the Special Limited Partner at any member or officer time thereafter pursuant to Section 8.5. The measurement of the Initial Limited Partner from and against any liability with respect change in Net Asset Value Per Unit for the purpose of calculating the Total Return is subject to Tax Advances required on behalf adjustment by the Board of or with respect to such Partner. Each Partner shall furnish Directors of the General Partner with such informationto account for any dividend, forms and certifications as it may require and as are necessary to comply with split, recapitalization or any other similar change in the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to Partnership’s capital structure or any withholding taxes imposed by countries other than the United States and represents and warrants distributions that the information and forms furnished by it shall Board of Directors of the General Partner deems to be true and accurate a return of capital if such changes are not already reflected in all respectsthe Partnership’s net assets. The amount of Special Limited Partner will not be obligated to return any taxes paid by or withheld from receipts portion of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment shall be deemed to have been distributed to each Partner Performance Allocation paid due to the extent that subsequent performance of the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided hereinPartnership. (d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more or less frequentfrequently) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial Limited General Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner's distribution reinvestment plan, and the Initial Limited General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a an equal number of Partnership Units, of Units having the same Class designation as the issued REIT Shares, determined by dividing the Deemed Reinvested Amount by the Net Asset Value of such Partnership Units on the applicable Partnership Record Date. (b) Except for distributions pursuant to Sections 5.8 Section 5.6 in connection with the dissolution and liquidation of the Partnership, Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of expenses allocable differences in Class-specific expense 24006714184-v11 - 21 - 80-41019056 allocations with respect to a specific Class REIT Shares as described in the Prospectus or for other reasons as determined by the Board of Directors of the General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having the same Class designation. (c) Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partner shall be entitled to a distribution (the "Performance Allocation"), promptly following the end of each year (which shall accrue on a monthly basis) in good faithan amount equal to: (i) First, including without limitation if the Total Return with respect to Class S Units, Class D Units, Class I Units, Class F-S Units, Class F-D Units and Class F-I Units for the applicable period exceeds the sum, with respect to such relevant class of Partnership Units, of (1) the Hurdle Amount for that period and (2) the Loss Carryforward Amount (any selling commissions such excess, "Excess Profits"), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner with respect to such class of Partnership Units equals 12.5% (with respect to Class S Units, Class D Units or ongoing servicing fees payable Class I Units) or 9.0% (with respect to Class F-S Units, Class F-D Units or Class F-I Units) of the sum of (x) the Hurdle Amount with respect to such class of Partnership Units for that period and (y) any amount allocated to the Special Limited Partner with respect to such class of Partnership Units pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, (1) with respect to Class S Units, Class D Units or Class I Units, 12.5% of such remaining Excess Profits and (2) with respect to Class F-S Units, Class F-D Units or Class F-I Units, 9.0% of such remaining Excess Profits. Any amount by which Total Return falls below the Partnership or any of its subsidiaries Hurdle Amount and that does not constitute Loss Carryforward Amount (in each case, with respect to brokerthe Class S Units, Class D Units, Class I Units, Class F-dealers S Units, Class F-D Units and Class F-I Units) will not be carried forward to subsequent periods. Any Performance Allocation with respect to any particular Class class of Partnership Units shall be specially allocated to, and shall reduce the future distributions otherwise payable with respect to, such class of Partnership Units. The Special Limited Partner shall not be entitled to any Performance Allocation with respect to Class A-I Units, Class A-II Units, Class A-III Units and Class E Units. With respect to all Partnership Units that are repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the General Partner's share repurchase plan, the Special Limited Partner shall be entitled to such Performance Allocation in an amount calculated as described above calculated in respect of the portion of the year for which such Partnership Units were outstanding, and proceeds for any such Partnership Unit repurchase will be reduced by the amount of any such Performance Allocation. Distributions on account the Performance Allocation may be payable in cash or Class E Units at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such 24006714184-v11 - 22 - 80-41019056 distributions in Class E Units, the Special Limited Partner will receive the number of Class E Units that results from dividing the Performance Allocation by the Net Asset Value per Class E Unit at the time of such brokerdistribution. If the Special Limited Partner elects to receive such distributions in Class E Units, the Special Limited Partner may request the Partnership to redeem such Class E Units from the Special Limited Partner at any time thereafter pursuant to Section 8.5. The measurement of the change in Net Asset Value Per Unit for the purpose of calculating the Total Return is subject to adjustment by the Board of Directors of the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership's capital structure or any distributions that the Board of Directors of the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership's net assets. The Special Limited Partner will not be obligated to return any portion of the Performance Allocation paid due to the subsequent performance of the Partnership. In the event the Advisory Agreement is terminated (including by means of non-dealers’ sales or servicing of renewal), the Special Limited Partner will be allocated any accrued Performance Allocation with respect to all Partnership Units as of the date of such Classtermination. (cd) To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to any Partner (“"Tax Advances”"), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby hxxxxx agrees to indemnify and hold harmless the Partnership, Partnership and the General Partner, the Initial Limited Partner and any member or officer of the Initial Limited General Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. (de) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.. 24006714184-v11 - 23 - 80-41019056

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly monthly (or, at the election of the General Partner, in its sole discretion, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter month (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial General Partner in an amount equal to the amount of distributions by the General Partner that are reinvested in REIT Shares issued by the General Partner pursuant to the General Partner’s distribution reinvestment plan, and the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of such distributions in return for an equal number of Partnership Units having the same Class designation as the issued REIT Shares. The Partnership shall be deemed to have distributed cash to a Limited Partner in an amount equal to the Deemed Reinvested Amountamount of distributions by the Partnership that are reinvested in Partnership Units issued by the Partnership to such Limited Partner pursuant to Section 5.9, and the Initial such Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the Deemed Reinvested Amount such distributions in return for a such Partnership Units issued pursuant to Section 5.9. The number of Partnership Units, Units issued to any such Limited Partner in respect of such reinvested distributions shall equal the same Class designation as the issued REIT Shares, determined by dividing the Deemed Reinvested Amount amount of such reinvested distributions divided by the most recent Net Asset Value Per Unit of the applicable Class of Partnership Units at the time of such Partnership Units on the applicable Partnership Record Datedistribution (after accounting for any reduction in Net Asset Value Per Unit as a result of such distribution). (b) Except for distributions pursuant to Sections 5.8 Section 5.7 in connection with the dissolution and liquidation of the Partnership, Partnership and subject to the provisions of Sections 5.2(c), 5.2(d), 5.2(e), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class (i) on account of expenses differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus or with respect to Partnership Units (including, without limitation Distribution Fees, Advisory Fees and the Quarterly Allocation or Year-End Allocation which shall be a Class-specific expense allocable to a specific Classes of Partnership Units (and corresponding Classes of REIT Shares) other than Class E Units), or (ii) for other reasons as determined by the Board of Directors of the General Partner (including Advisory Fees and the Quarterly Allocation and Year-End Allocation payable to the Special Limited Partner, each of which are class-specific expenses). Any such differences shall correspond to differences in good faiththe amount of distributions per REIT Share for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having the same Class designation. Distributions per Class E Unit will equal the distributions per Class I Unit. (c) Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including without limitation by means of non-renewal), the Special Limited Partner shall be entitled to a quarterly distribution (the “Quarterly Allocation”), promptly following the end of each calendar quarter that is not also the end of a calendar year (which shall accrue on a monthly basis and be measured on a calendar year basis) in an amount equal to: (i) First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any selling commissions such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Special Limited Partner equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Special Limited Partner pursuant to this clause; and (ii) Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits. If a Quarterly Allocation is distributed to the Special Limited Partner and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the aggregate amount of all previously received Quarterly Allocations in such calendar year (such amount, a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or ongoing servicing fees payable the Year-End Allocation (as defined below) in that calendar year shall be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains. If all or any portion of a Quarterly Shortfall is not applied pursuant to the previous sentence by the end of such calendar year, distributions of any Quarterly Allocations and the Year-End Allocation in the subsequent four calendar years shall be reduced by an amount equal to (A) the remaining Quarterly Shortfall, plus (B) an annual rate of 5% on the remaining Quarterly Shortfall measured from the first day of the calendar year following the year in which the Quarterly Shortfall arose and compounded quarterly (collectively, the “Quarterly Shortfall Obligation”) until such time as no Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its Affiliate) may make a full or partial cash payment to reduce the Quarterly Shortfall Obligation at any time; provided, further, that if any Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its Affiliate) shall promptly pay the Partnership the remaining Quarterly Shortfall Obligation in cash. In addition, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the Special Limited Partner shall be entitled to an annual distribution (the “Year-End Allocation”), promptly following the end of each calendar year in an amount equal to (i) and (ii) above, minus the cumulative amount of Quarterly Allocations distributed to the Special Limited Partner in the same calendar year to which the Year-End Allocation relates; provided, that such Year-End Allocation shall be reduced (but not below an amount equal to cumulative amount of Quarterly Allocations and the Year-End Allocation relating to such calendar year) by the amount of any direct or indirect performance fee or incentive allocation that the Partnership or the General Partner incurs as an investor in any of its subsidiaries to brokerJPM-dealers Advised Fund with respect to such calendar year (such amount, the “JPM-Advised Fund Reduction Amount”); provided, further, that if the JPM-Advised Fund Reduction Amount reduces the Year-End Allocation below zero (such amount, a “JPM-Advised Fund Shortfall”), then subsequent distributions of any particular Quarterly Allocations or the Year-End Allocation in the subsequent calendar year shall be reduced by the absolute value of such JPM-Advised Fund Shortfall, until such time as no JPM-Advised Fund Shortfall remains. If all or any portion of a JPM-Advised Fund Shortfall is not applied pursuant to the previous sentence by the end of such calendar year, then distributions of any Quarterly Allocations and the Year-End Allocation in the subsequent four calendar years shall be reduced by an amount equal to (A) the remaining JPM-Advised Fund Shortfall, plus (B) an annual rate of 5% on the remaining JPM-Advised Fund Shortfall measured from the first day of the calendar year following the year in which the JPM-Advised Fund Shortfall arose and compounded quarterly (collectively, the “JPM-Advised Fund Quarterly Shortfall Obligation”) until such time as no JPM-Advised Fund Quarterly Shortfall Obligation remains; provided, that the Special Limited Partner (or its Affiliate) may make a full or partial cash payment to reduce the JPM-Advised Fund Quarterly Shortfall Obligation at any time; provided, further, that if any JPM-Advised Fund Quarterly Shortfall Obligation remains following such subsequent four calendar years, then the Special Limited Partner (or its Affiliate) shall promptly pay the Partnership the remaining JPM-Advised Fund Quarterly Shortfall Obligation in cash. Any amount by which Total Return falls below the Hurdle Amount and that does not constitute Loss Carryforward Amount for any calendar year will not be carried forward to subsequent calendar years. With respect to all Performance Participation OP Units that are repurchased at the end of any month in connection with repurchases of REIT Shares pursuant to the General Partner’s share repurchase plan or pursuant to Section 8.5, the Special Limited Partner shall be entitled to such Quarterly Allocation or Year-End Allocation, as applicable, in an amount calculated as described above calculated in respect of the portion of the calendar quarter or year, as applicable, for which such Performance Participation OP Units were outstanding, and proceeds for any such Performance Participation OP Unit repurchase will be reduced by the amount of any such Quarterly Allocation or Year-End Allocation. Distributions on the Quarterly Allocation and the Year-End Allocation may each be payable in cash, Class I Units or Class E Units at the election of the Special Limited Partner. If the Special Limited Partner elects to receive such distributions in Class I Units or Class E Units, the Special Limited Partner will receive the number of Class I Units or Class E Units that results from dividing the Quarterly Allocation or the Year-End Allocation, as applicable, by the Net Asset Value Per Unit of the applicable Class of Partnership Units on account at the time of such broker-dealers’ sales distribution. If the Special Limited Partner elects to receive such distributions in Class I Units or servicing of Class E Units, the Special Limited Partner may request the Partnership to redeem such Partnership Units from the Special Limited Partner at any time thereafter pursuant to Section 8.5. The measurement of the change in Net Asset Value Per Unit for the purpose of calculating the Total Return is subject to adjustment by the Board of Directors of the General Partner to account for any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that the Board of Directors of the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s net assets. The Special Limited Partner will not be obligated to return any portion of the Year-End Allocation paid due to the subsequent performance of the Partnership. In the event the Advisory Agreement is terminated (including by means of non-renewal), the Special Limited Partner will be allocated any accrued Quarterly Allocation and the Year-End Allocation, as applicable, with respect to all Performance Participation OP Units as of the date of such Classtermination. (cd) To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership, Partnership and the General Partner, the Initial Limited Partner and any member member, officer or officer director of the Initial Limited General Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. (de) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.

Distribution of Cash. (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b). The Partnership shall be deemed to have distributed cash to the Initial Limited Partner in an amount equal to the Deemed Reinvested Amount, and the Initial Limited Partner shall be deemed to have made Capital Contributions to the Partnership in the amount of the Deemed Reinvested Amount in return for a number of Partnership Units, of the same Class designation as the issued REIT Shares, determined by dividing the Deemed Reinvested Amount by the Net Asset Value of such Partnership Units on the applicable Partnership Record Date. (b) Except for distributions pursuant to Sections 5.8 in connection with the dissolution and liquidation of the Partnership, 5.2(c), 5.2(d), 5.3 and 5.4, all distributions of cash (including any deemed distributions pursuant to Section 5.2(a)) shall be made to the Partners in amounts proportionate to the aggregate Net Asset Value of the Partnership Units held by the respective Partners on the Partnership Record Date, except that the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of expenses allocable to a specific Class as determined by the General Partner in good faith, including without limitation any selling commissions Selling Commissions or ongoing servicing fees payable by the Partnership or any of its subsidiaries to broker-dealers with respect to any particular Class of Partnership Units on account of such broker-dealers’ sales or servicing of Partnership Units of such Class. (c) To the extent the Partnership is required by law to withhold or to make tax payments (including interest and penalties thereon) on behalf of or with respect to any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall, at the option of the General Partner, (i) be promptly paid to the Partnership by the Partner on whose behalf such Tax Advances were made or (ii) be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. Whenever the General Partner selects the option set forth in clause (ii) of the immediately preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Partnership Agreement such Partner shall be treated as having received all distributions unreduced by the amount of such Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership, the General Partner, the Initial Limited Partner and any member or officer of the Initial Limited Partner from and against any liability with respect to Tax Advances required on behalf of or with respect to such Partner. Each Partner shall furnish the General Partner with such information, forms and certifications as it may require and as are necessary to comply with the regulations governing the obligations of withholding tax agents, as well as such information, forms and certifications as are necessary with respect to any withholding taxes imposed by countries other than the United States and represents and warrants that the information and forms furnished by it shall be true and accurate in all respects. The amount of any taxes paid by or withheld from receipts of the Partnership (or any investment in which the Partnership invests that is treated as a flow-through entity for U.S. federal income tax purposes) allocable to a Partner from an Investment investment shall be deemed to have been distributed to each Partner to the extent that the payment or withholding of such taxes reduced distribution proceeds otherwise distributable to such Partner as provided herein. (d) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged.