Common use of LTIP Allocations Clause in Contracts

LTIP Allocations. After giving effect to the special allocations set forth in Section 6.1C and Section 6.1D hereof, and the allocations of Profit under Section 6.1A(1) (including, for the avoidance of doubt Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.1, but before allocations of Profit are made under Section 6.1A(2): (1) any remaining Liquidating Gains or Liquidating Losses shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances of the LTIP Unit Limited Partners, to the extent attributable to their ownership of LTIP Units, to be equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, the “Target Balance”). Any such allocations shall be made among the Partners in proportion to the aggregate amounts required to be allocated to each Partner under this Section 6.1I. (2) Liquidating Gain allocated to an LTIP Unit Limited Partner under this Section 6.1I will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I, (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain allocated to such LTIP Unit Limited Partner will generally be attributed in the following order: (i) first, to Vested LTIP Units held for more than two years, (ii) second, to Vested LTIP Units held for two years or less, (iii) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (iv) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. (3) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit Limited Partner, or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (4) The parties agree that the intent of this Section 6.1I is (i) to the extent possible to make the Economic Capital Account Balance associated with each LTIP Unit economically equivalent to the Common Unit Economic Balance and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achieved. The General Partner shall be permitted to interpret this Section 6.1I or to amend this Agreement to the extent necessary and consistent with this intention. (5) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I, Profits allocable under clause 6.1A(2) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. After giving effect to the special allocations set forth in Section 6.1C and Section 6.1D hereof, and the allocations of Profit under Section 6.1A(1) (including, for the avoidance of doubt Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.1, but before allocations of Profit are made under Section 6.1A(2): (1) any remaining Liquidating Gains or Liquidating Losses shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances of the LTIP Unit Limited Partners, to the extent attributable to their ownership of LTIP Units, to be equal to (i) the Company Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, the “Target Balance”); provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. Any such allocations shall be made among the Partners in proportion to the aggregate amounts required to be allocated to each Partner under this Section 6.1I. (2) Liquidating Gain allocated to an LTIP Unit Limited Partner under this Section 6.1I will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I, (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability conversion of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain allocated to such LTIP Unit Limited Partner will generally be attributed in the following order, subject to any agreements pursuant to which the LTIPs were granted: (i) first, to Vested LTIP Units held for more than two years, (ii) second, to Vested LTIP Units held for two years or less, (iii) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (iv) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. (3) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit Limited Partner, or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (4) The parties agree that the intent of this Section 6.1I is (i) to the extent possible to make the Economic Capital Account Balance associated with each LTIP Unit economically equivalent to the Company Common Unit Economic Balance and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achieved. The General Partner shall be permitted to interpret this Section 6.1I or to amend this Agreement to the extent necessary and consistent with this intention. (5) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I, Profits allocable under clause 6.1A(2) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. (i) After giving effect to the special allocations set forth in Section 6.1C 6.1(c) and Section 6.1D 6.1(d) hereof, and the allocations of Profit under Section 6.1A(16.1(a)(i) (including, for the avoidance of doubt doubt, Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.1, but before allocations of Profit are made under Section 6.1A(2): (1) 6.1(a)(ii), any remaining Liquidating Gains or Liquidating Losses shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances Balance of the each LTIP Unit Limited PartnersPartner, to the extent attributable to their such Limited Partner’s ownership of an LTIP UnitsUnit, to be equal to (i) the Common Unit Economic Balance, multiplied by Balance (ii) the number determined after taking into account any additional allocations of their LTIP Units (Liquidating Gains or Liquidating Losses to be made with respect to each Common Units after the application of this Section 6.1(i)(i) for the same period for which the allocations in this Section 6.1(i)(i) are being made (with such Economic Capital Account Balance with respect to an LTIP Unit Limited Partner, to be achieved through the immediately foregoing allocations referred to as the “Target Balance”” for such unit)). (ii) Notwithstanding Section 6.1(i)(i), no Liquidating Gains will be allocated with respect to such LTIP Unit under Section 6.1(i)(i) as of any date unless and to the extent that the Liquidating Gains as of such date, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit exceed Liquidating Losses realized since the issuance of such LTIP Unit. For purposes of performing the calculations in the preceding sentence, the amount of Liquidating Gains shall be increased by the amount of any Net Realized Gain for the period since the issuance of such LTIP Unit and the amount of Liquidating Losses shall be increased by the amount of any Net Realized Loss for the period since the issuance of such LTIP Unit. (iii) Any such allocations under this Section 6.1(i) shall first be made among the Partners holders of LTIP Units in proportion to the aggregate amounts required to be allocated to each Partner such holder under this Section 6.1I.6.1(i). (2iv) Liquidating Gain allocated to an LTIP Unit Limited Partner under this Section 6.1I 6.1(i) will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (iA) allocations under this Section 6.1I6.1(i), (iiB) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account Account, and (iiiC) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain allocated to such LTIP Unit Limited Partner under this Section 6.1(i) for any period by reason of holding LTIP Units will generally be attributed to LTIP Units with a positive Book-Up Target in the following order: (iw) first, to Vested LTIP Units held for more than two years, (iix) second, to Vested LTIP Units held for two years or less, (iiiy) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (ivz) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within The amount so attributed to each such category relating to LTIP Units shall not exceed the aggregate Book-Up Target of the units in such category, and within each category, Liquidating Gain will be allocated seriatim (i.e., entirely attributed to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) sets of LTIP Units in the order of smallest Book-Up Target to largest Book-Up Target. (3v) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the aggregate Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the aggregate Target BalanceBalance of such LTIP Units, then Liquidating Losses shall be allocated to such LTIP Unit Limited PartnerPartner (and to the extent possible in a manner consistent with the principles of Section 6.1(i)(iii)), or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (4vi) The parties agree that the intent of this Section 6.1I 6.1(i) is (iA) to the extent possible within the limitations imposed by Section 6.1(i)(ii) to make the Economic Capital Account Balance associated with each LTIP Unit economically equivalent to the Common Unit Economic Balance and (iiB) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(16.1(i)(i) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achievedachieved with respect to such LTIP Unit. The General Partner shall be permitted to interpret this Section 6.1I 6.1(i) or to amend this Agreement to the extent necessary and consistent with this intention. (5vii) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I6.1(i), Profits allocable under clause 6.1A(2Section 6.1(a)(ii) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. (1) After giving effect to the special allocations set forth in Section 6.1C and Section 6.1D hereof, and the allocations of Profit under Section 6.1A(1) (including, for the avoidance of doubt doubt, Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.1, but before allocations of Profit are made under Section 6.1A(2): (1) ), any remaining Liquidating Gains or (or, in the case of any LTIP Unit issued prior to the date of this Agreement, Liquidating Losses Losses) shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances Balance of the each LTIP Unit Limited PartnersPartner, to the extent attributable to their such Limited Partner’s ownership of an LTIP UnitsUnit, to be equal to (i) the Common Unit Economic Balance, multiplied by Balance (ii) the number determined after taking into account any additional allocations of their LTIP Units (Liquidating Gains or Liquidating Losses to be made with respect to each Common Units after the application of this Section 6.1I(1) for the same period for which the allocations in this Section 6.1I(1) are being made (with such Economic Capital Account Balance with respect to an LTIP Unit Limited Partner, to be achieved through the immediately foregoing allocations referred to as the “Target Balance”” for such unit). (2) Notwithstanding Section 6.1I(1), no Liquidating Gains will be allocated with respect to such LTIP Unit under Section 6.1I(1) as of any date unless and to the extent that the Liquidating Gains as of such date, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit and, in the case of any LTIP Unit issued after the date of the Agreement, reduced by the aggregate amount of depreciation realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. For purposes of performing the calculations in the preceding sentence, the amount of Liquidating Gains shall be increased by the amount of any Net Realized Gain for the period since the issuance of such LTIP Unit and the amount of Liquidating Losses shall be increased by the amount of any Net Realized Loss for the period since the issuance of such LTIP Unit. (3) Any such allocations under this Section 6.1I shall first be made among the Partners holders of LTIP Units in proportion to the aggregate amounts required to be allocated to each Partner such holder under this Section 6.1I. (24) Liquidating Gain allocated to an LTIP Unit Limited Partner under this Section 6.1I will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I, (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain allocated to such LTIP Unit Limited Partner under this Section 6.1I for any period by reason of holding LTIP Units will generally be attributed to LTIP Units with a positive Book-Up Target in the following order: (i) first, to Vested LTIP Units held for more than two years, (ii) second, to Vested LTIP Units held for two years or less, (iii) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (iv) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within The amount so attributed to each such category relating to LTIP Units shall not exceed the aggregate Book-Up Target of the units in such category, and within each category Liquidating Gain will be allocated attributed seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. (35) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the aggregate Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the aggregate Target BalanceBalance of such LTIP Units, then Liquidating Losses shall be allocated to such LTIP Unit Limited PartnerPartner (and to the extent possible in a manner consistent with the principles of Section 6.1I(3)), or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (46) The parties agree that the intent of this Section 6.1I is (i) to the extent possible within the limitations imposed by Section 6.1I(2) to make the Economic Capital Account Balance associated with each LTIP Unit economically equivalent to the Common Unit Economic Balance and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achievedachieved with respect to such LTIP Unit. The General Partner shall be permitted to interpret this Section 6.1I or to amend this Agreement to the extent necessary and consistent with this intention. (57) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I, Profits allocable under clause Section 6.1A(2) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. (1) After giving effect to the special allocations set forth in Section 6.1C and Section 6.1D 1 of Exhibit C hereof, and the allocations of Profit Net Income under Section 6.1A(16.01(A)(i) and (ii) (including, for the avoidance of doubt Liquidating Gains that are a component of ProfitNet Income), and subject to the other provisions of this Section 6.16.01, but before allocations of Profit Net Income are made under Section 6.1A(2): (1) 6.01(A)(iii), any remaining Liquidating Gains or Liquidating Losses shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances of the LTIP Unit Limited Partners, to the extent attributable to their ownership of LTIP Units, to be equal to (i) the Common Class A Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, the “Target Balance”), provided, however, that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless, and only to the extent that, such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. Any such allocations shall be made among the LTIP Unit Limited Partners in proportion to the aggregate amounts required to be allocated to each LTIP Unit Limited Partner under this Section 6.1I.6.01(E). (2) Liquidating Gain allocated to an LTIP Unit Limited Partner under this Section 6.1I 6.01(E) will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I6.01(E), (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Class A Units. Such Liquidating Gain allocated to such LTIP Unit Limited Partner will generally be attributed in the following order: (i) first, to Vested LTIP Units held for more than two years, (ii) second, to Vested LTIP Units held for two years or less, (iii) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the CompanyGeneral Partner, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (iv) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. (3) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Class A Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit Limited Partner, or or, in the sole discretion of the General Partner, Liquidating Gains shall may be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (4) The parties agree that the intent of this Section 6.1I 6.01(E) is (i) to the extent possible to make the Economic Capital Account Balance associated with each LTIP Unit economically equivalent to the Common Class A Unit Economic Balance and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Class A Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(16.01(E)(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achieved. The General Partner shall be permitted to interpret this Section 6.1I 6.01(E) or to amend this Agreement to the extent necessary and consistent with this intention. (5) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I6.01(E), Profits Net Income allocable under clause 6.1A(26.01(A)(iii) and any Net Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. After giving effect to the special allocations set forth in Section 6.1C and Section 6.1D hereof, and the allocations of Profit under Section 6.1A(1) (including, for the avoidance of doubt Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.1, but before allocations of Profit or Losses are made under Section 6.1A(2) or Section 6.1B(1): (1) any remaining Liquidating Gains or Liquidating Losses shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances of the LTIP Unit Limited Partners, to the extent attributable to their ownership of LTIP Units, Units to be equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, the “Target Balance”); provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. Any such allocations shall be made among the Partners in proportion to the aggregate amounts required to be allocated to each Partner under this Section 6.1I. (2) Liquidating Gain or Liquidating Loss allocated to an LTIP Unit Limited Partner under this Section 6.1I will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I, (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain or Liquidating Loss allocated to such LTIP Unit Limited Partner will generally be attributed LTIP Units so as to equalize the Economic Capital Account Balance associated each LTIP Unit and the Common Unit Economic Balance in the following order: (i) first, to Vested LTIP Units held for more than two three years, (ii) second, to Vested LTIP Units held for more than two years, (iii) third, to Vested LTIP Units held for two years or less, (iiiiv) thirdfourth, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (ivv) fourthfifth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. (3) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit Limited Partner, or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (4) The parties agree that the intent of this Section 6.1I is (i) to the extent possible to make the Economic Capital Account Balance associated with each LTIP Unit economically equivalent to the Common Unit Economic Balance and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achieved. The General Partner shall be permitted to interpret this Section 6.1I or to amend this Agreement to the extent necessary and consistent with this intention. (5) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I, Profits allocable under clause 6.1A(2) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. After giving effect to the special allocations set forth in Section 6.1C 5.01(c) and Section 6.1D 5.01(d) hereof, and the allocations of Profit under Section 6.1A(1) (including, for the avoidance of doubt Liquidating Gains that are a component of Profit5.01(a)(i), and subject to the other provisions of this Section 6.15.01, but before allocations of Profit are made under Section 6.1A(2):5.01(a)(ii), Liquidating Gains and Liquidating Losses shall be allocated as follows: (1i) Liquidating Gains (including, for the avoidance of doubt, Liquidating Gains that are a component of any remaining Liquidating Gains or Liquidating Losses Profit), shall first be allocated among to the LTIP Unit Limited Partners so as to cause, as nearly as possible, until the Economic Capital Account Balances of the LTIP Unit Limited such Partners, to the extent attributable to their ownership of LTIP Units, to be are equal to (i1) the Common Unit Economic Balance, multiplied by (ii2) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, the “Target Balance”). Any such allocations shall be made among For the Partners in proportion avoidance of doubt, Liquidating Gains allocated with respect to the aggregate amounts required an LTIP Unit pursuant to be allocated to each Partner under this Section 6.1I.5.01(i) shall reduce (but not below zero) the Book-Up Target for such LTIP Unit. (2ii) Liquidating Gain allocated to an LTIP Unit Limited Partner under this Section 6.1I 5.01(i) will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (i1) allocations under this Section 6.1I5.01(i), (ii2) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii3) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain allocated to such LTIP Unit Limited Partner will generally be attributed in the following order: (i1) first, to Vested LTIP Units held for more than two years, (ii2) second, to Vested LTIP Units held for two years or less, (iii3) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (iv4) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. Any such allocations shall be made among the holders of LTIP Units in proportion to the aggregate amounts required to be allocated to each under this Section 5.01(i). (3iii) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit Limited Partner, or Liquidating Gains shall be allocated Partner to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners LTIP Units in a manner reasonably determined by the General Partner. (4iv) The parties agree that the intent of this Section 6.1I 5.01(i) is (i1) to the extent possible to make the Economic Capital Account Balance balance associated with each LTIP Unit economically equivalent to the Capital Account balance associated with the Company Group’s Common Unit Economic Balance Units (on a per-unit basis) and (ii2) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section5.01(i)(i) or Losses and/or Liquidating Losses have been allocated to Common Units under Section 6.1I(15.01(i)(v) so that either its an LTIP Unit’s initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance clause (1) above has been achieved. The General Partner shall be permitted to interpret this Section 6.1I or 5.01(i) and to amend this Agreement to the extent necessary and consistent with this intention. (5v) In Notwithstanding Section 5.01(b)(i), the event that Liquidating Gains or General Partner may, in its sole discretion, allocate Losses and/or Liquidating Losses are allocated under this to holders of Common Units to achieve the parity described in clause (1) of Section 6.1I5.01(i)(iv), Profits allocable under clause 6.1A(2) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocatedabove.

LTIP Allocations. (1) After giving effect to the special allocations set forth in Section 6.1C and Section 6.1D hereof, and the allocations of Profit under Section 6.1A(1) (including, for the avoidance of doubt doubt, Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.1, but before allocations of Profit are made under Section 6.1A(2): (1) ), any remaining Liquidating Gains or (or, in the case of any LTIP Unit issued prior to the date of this Agreement, Liquidating Losses Losses) shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances Balance of the LTIP Unit Limited Partners, to the extent attributable to their ownership of LTIP Units, to be equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, (i) to the “extent attributable to such Limited Partner’s ownership of an LTIP Unit, to be equal to the Common Unit Economic Balance (determined after taking into account any additional allocations of Liquidating Gains or Liquidating Losses to be made with respect to Common Units after the application of this Section 6.1I(1) for the same period for which the allocations in this Section 6.1I(1) are being made) and (ii) to the extent attributable to such Limited Partner’s ownership of an AOLTIP Unit, to be equal to the Common Unit Economic Balance (determined after taking into account any additional allocations of Liquidating Gains or Liquidating Losses to be made with respect to Common Units after the application of this Section 6.1I(1) for the same period for which the allocations in this Section 6.1I(1) are being made) multiplied by the number of Common Units (or fractions thereof) into which such AOLTIP Unit would then be convertible, assuming for such purpose that each such AOLTIP Unit is a Vested AOLTIP Unit (with such Economic Capital Account Balance with respect to an LTIP Unit or AOLTIP Unit to be achieved through the immediately foregoing allocations referred to as the "Target Balance”" for such unit). (2) Notwithstanding Section 6.1I(1), with respect to any LTIP Unit issued on or after February 23, 2016, and except as otherwise provided in connection with an agreement or other documentation entered into by the Partnership relating to the particular LTIP Unit, no Liquidating Gains will be allocated with respect to such LTIP Unit under Section 6.1I(1) as of any date unless and to the extent that the Liquidating Gains as of such date, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit and, in the case of any LTIP Unit issued after the date of the Agreement, reduced by the aggregate amount of ACTIVE/104666890.9 depreciation realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. For purposes of performing the calculations in the preceding sentence, with respect to LTIP Units issued after the date hereof (or prior to the date hereof to the extent it does not adversely affect the rights of the Limited Partners in any material respect), the amount of Liquidating Gains shall be increased by the amount of any Net Realized Gain for the period since the issuance of such LTIP Unit and the amount of Liquidating Losses shall be increased by the amount of any Net Realized Loss for the period since the issuance of such LTIP Unit. (3) Any such allocations under this Section 6.1I shall first be made among the Partners holders of LTIP Units in proportion to the aggregate amounts required to be allocated to each Partner such holder under this Section 6.1I, and next to the holders of AOLTIP Units in proportion to the aggregate amounts required to be allocated to each under this Section 6.1I. For the avoidance of doubt, allocations pursuant to Section 6.1(O) hereof shall be made after any allocations with respect to LTIP Units pursuant to this Section 6.1I and prior to any allocations with respect to AOLTIP Units pursuant to this Section 6.1I. (24) Liquidating Gain allocated to an LTIP Unit Limited Partner under this Section 6.1I will be attributed to specific LTIP Units and AOLTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I, (ii) the effect of the forfeiture or conversion of specific LTIP Units or AOLTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain allocated to such LTIP Unit Limited Partner under this Section 6.1I for any period by reason of holding LTIP Units will generally be attributed to LTIP Units with a positive Book-Up Target before the allocations with respect to AOLTIP Units under this Section 6.1I for the applicable period in the following order: (i) first, to Vested LTIP Units held for more than two years, (ii) second, to Vested LTIP Units held for two years or less, (iii) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (iv) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within The amount so attributed to each such category relating to LTIP Units shall not exceed the aggregate Book-Up Target of the units in such category, and within each category Liquidating Gain will be allocated attributed seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. Subject to Section 6.1I(3) and Section 6.1O, Liquidating Gain allocated to such AOLTIP Unit Limited Partner under this Section 6.1I by reason of holding AOLTIP Units will generally be attributed to AOLTIP Units in proportion to the aggregate amounts required to be allocated with respect to each AOLTIP Unit. (35) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units and/or AOLTIP Units do not participate, forfeitures or otherwise, the aggregate Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units and/or AOLTIP Units, exceeds the aggregate Target BalanceBalance of such LTIP Units and/or AOLTIP Units, then Liquidating Losses shall be allocated to such LTIP Unit Limited PartnerPartner (and to the ACTIVE/104666890.9 extent possible in a manner consistent with the principles of Section 6.1I(3)), or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (46) The parties agree that the intent of this Section 6.1I is (i) to the extent possible to within the limitations imposed by Section 6.1I(2)to make the Economic Capital Account Balance associated with (x) each LTIP Unit economically equivalent to the Common Unit Economic Balance and (y) each AOLTIP Unit economically equivalent to the Common Unit Economic Balance (or fractions thereof), if any, into which such AOLTIP Unit would then be convertible, assuming for such purpose that such AOLTIP Unit was a Vested AOLTIP Unit and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achievedachieved with respect to such LTIP Unit. The General Partner shall be permitted to interpret this Section 6.1I or to amend this Agreement to the extent necessary and consistent with this intention. (57) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I, Profits allocable under clause Section 6.1A(2) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. After giving effect to the special allocations set forth in Section 6.1C and Section 6.1D hereof, and the allocations of Profit under Section 6.1A(1) (including, for the avoidance of doubt Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.1, but before allocations of Profit or Losses are made under Section 6.1A(2) or Section 6.1B(1): (1) any remaining Liquidating Gains or Liquidating Losses shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances of the LTIP Unit Limited Partners, to the extent attributable to their ownership of LTIP Units, Units to be equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, the “Target Balance”); provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. Any such allocations shall be made among the Partners in proportion to the aggregate amounts required to be allocated to each Partner under this Section 6.1I. (2) Liquidating Gain or Liquidating Loss allocated to an LTIP Unit Limited Partner under this Section 6.1I will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I, (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain or Liquidating Loss allocated to such LTIP Unit Limited Partner will generally be attributed LTIP Units so as to equalize the Economic Capital Account Balance associated each LTIP Unit and the Common Unit Economic Balance in the following order: (i) first, to Vested LTIP Units held for more than two three years, (ii) second, to Vested LTIP Units held for more than two years, (iii) third, to Vested LTIP Units held for two years or less, (iiiiv) thirdfourth, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the CompanyGeneral Partner, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (ivv) fourthfifth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. (3) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit Limited Partner, or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (4) The parties agree that the intent of this Section 6.1I is (i) to the extent possible to make the Economic Capital Account Balance associated with each LTIP Unit economically equivalent to the Common Unit Economic Balance and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achieved. The General Partner shall be permitted to interpret this Section 6.1I or to amend this Agreement to the extent necessary and consistent with this intention. (5) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I, Profits allocable under clause 6.1A(2) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. (1) After giving effect to the special allocations set forth in Section 6.1C and Section 6.1D hereof, and the allocations of Profit under Section 6.1A(1) (including, for the avoidance of doubt doubt, Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.1, but before allocations of Profit are made under Section 6.1A(2): (1) ), any remaining Liquidating Gains or (or, in the case of any LTIP Unit issued prior to the date of this Agreement, Liquidating Losses Losses) shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances Balance of the LTIP Unit Limited Partners, to the extent attributable to their ownership of LTIP Units, to be equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, (i) to the “extent attributable to such Limited Partner’s ownership of an LTIP Unit, to be equal to the Common Unit Economic Balance (determined after taking into account any additional allocations of Liquidating Gains or Liquidating Losses to be made with respect to Common Units after the application of this Section 6.1I(1) for the same period for which the allocations in this Section 6.1I(1) are being made) and (ii) to the extent attributable to such Limited Partner’s ownership of an AOLTIP Unit, to be equal to the Common Unit Economic Balance (determined after taking into account any additional allocations of Liquidating Gains or Liquidating Losses to be made with respect to Common Units after the application of this Section 6.1I(1) for the same period for which the allocations in this Section 6.1I(1) are being made) multiplied by the number of Common Units (or fractions thereof) into which such AOLTIP Unit would then be convertible, assuming for such purpose that each such AOLTIP Unit is a Vested AOLTIP Unit (with such Economic Capital Account Balance with respect to an LTIP Unit or AOLTIP Unit to be achieved through the immediately foregoing allocations referred to as the "Target Balance”" for such unit). (2) Notwithstanding Section 6.1I(1), with respect to any LTIP Unit issued on or after February 23, 2016, and except as otherwise provided in connection with an agreement or other documentation entered into by the Partnership relating to the particular LTIP Unit, no Liquidating Gains will be allocated with respect to such LTIP Unit under Section 6.1I(1) as of any date unless and to the extent that the Liquidating Gains as of such date, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit and, in the case of any LTIP Unit issued after the date of the Agreement, reduced by the aggregate amount of depreciation realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. For purposes of performing the calculations in the preceding sentence, with respect to LTIP Units issued after the date hereof (or prior to the date hereof to the extent it does not adversely affect the rights of the Limited Partners in any material respect), the amount of Liquidating Gains shall be increased by the amount of any Net Realized Gain for the period since the issuance of such LTIP Unit and the amount of Liquidating Losses shall be increased by the amount of any Net Realized Loss for the period since the issuance of such LTIP Unit. (3) Any such allocations under this Section 6.1I shall first be made among the Partners holders of LTIP Units in proportion to the aggregate amounts required to be allocated to each Partner such holder under this Section 6.1I, and next to the holders of AOLTIP Units in proportion to the aggregate amounts required to be allocated to each under this Section 6.1I. For the avoidance of doubt, allocations pursuant to Section 6.1(O) hereof shall be made after any allocations with respect to LTIP Units pursuant to this Section 6.1I and prior to any allocations with respect to AOLTIP Units pursuant to this Section 6.1I. (24) Liquidating Gain allocated to an LTIP Unit Limited Partner under this Section 6.1I will be attributed to specific LTIP Units and AOLTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I, (ii) the effect of the forfeiture or conversion of specific LTIP Units or AOLTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain allocated to such LTIP Unit Limited Partner under this Section 6.1I for any period by reason of holding LTIP Units will generally be attributed to LTIP Units with a positive Book-Up Target before the allocations with respect to AOLTIP Units under this Section 6.1I for the applicable period in the following order: (i) first, to Vested LTIP Units held for more than two years, (ii) second, to Vested LTIP Units held for two years or less, (iii) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (iv) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within The amount so attributed to each such category relating to LTIP Units shall not exceed the aggregate Book-Up Target of the units in such category, and within each category Liquidating Gain will be allocated attributed seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. Subject to Section 6.1I(3) and Section 6.1O, Liquidating Gain allocated to such AOLTIP Unit Limited Partner under this Section 6.1I by reason of holding AOLTIP Units will generally be attributed to AOLTIP Units in proportion to the aggregate amounts required to be allocated with respect to each AOLTIP Unit. (35) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units and/or AOLTIP Units do not participate, forfeitures or otherwise, the aggregate Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units and/or AOLTIP Units, exceeds the aggregate Target BalanceBalance of such LTIP Units and/or AOLTIP Units, then Liquidating Losses shall be allocated to such LTIP Unit Limited PartnerPartner (and to the extent possible in a manner consistent with the principles of Section 6.1I(3)), or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (46) The parties agree that the intent of this Section 6.1I is (i) to the extent possible to within the limitations imposed by Section 6.1I(2)to make the Economic Capital Account Balance associated with (x) each LTIP Unit economically equivalent to the Common Unit Economic Balance and (y) each AOLTIP Unit economically equivalent to the Common Unit Economic Balance (or fractions thereof), if any, into which such AOLTIP Unit would then be convertible, assuming for such purpose that such AOLTIP Unit was a Vested AOLTIP Unit and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achievedachieved with respect to such LTIP Unit. The General Partner shall be permitted to interpret this Section 6.1I or to amend this Agreement to the extent necessary and consistent with this intention. (57) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I, Profits allocable under clause Section 6.1A(2) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. After giving effect to the special allocations set forth in Section 6.1A(2), Section 6.1C and Section 6.1D hereof, and the allocations of Profit under Section 6.1A(16.1A(1)(i) (including, for the avoidance of doubt Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.1, but before allocations of Profit or Losses are made under Section 6.1A(26.1A(1)(ii) or Section 6.1B(1): (1) any remaining Liquidating Gains or Liquidating Losses shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances of the LTIP Unit Limited Partners, to the extent attributable to their ownership of LTIP Units, Units to be equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, the “Target Balance”); provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. Any such allocations shall be made among the Partners in proportion to the aggregate amounts required to be allocated to each Partner under this Section 6.1I. (2) Liquidating Gain or Liquidating Loss allocated to an LTIP Unit Limited Partner under this Section 6.1I will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I, (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain or Liquidating Loss allocated to such LTIP Unit Limited Partner will generally be attributed LTIP Units so as to equalize the Economic Capital Account Balance associated each LTIP Unit and the Common Unit Economic Balance in the following order: (i) first, to Vested LTIP Units held for more than two three years, (ii) second, to Vested LTIP Units held for more than two years, (iii) third, to Vested LTIP Units held for two years or less, (iiiiv) thirdfourth, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (ivv) fourthfifth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. (3) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit Limited Partner, or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (4) The parties agree that the intent of this Section 6.1I is (i) to the extent possible to make the Economic Capital Account Balance associated with each LTIP Unit economically equivalent to the Common Unit Economic Balance and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achieved. The General Partner shall be permitted to interpret this Section 6.1I or to amend this Agreement to the extent necessary and consistent with this intention. (5) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I, Profits allocable under clause 6.1A(26.1A(1)(ii) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. After giving effect to the special allocations set forth in Section 6.1C 5.2(C) and Section 6.1D hereof, (I)-(N) hereof and the allocations of Profit under Section 6.1A(1Sections 5.2(A)(1)-(4) (including, for the avoidance of doubt Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.15.2, but before allocations of Profit are made under Section 6.1A(2Sections 5.2A(5)-(7) or Losses are made under Sections 5.2(B)(1)-(6): (1) any remaining Liquidating Gains or Liquidating Losses shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances of the LTIP Unit Limited Partners, to the extent attributable to their ownership of LTIP Units, Units to be equal to (i) the Common Partnership Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, the “Target Balance”); provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. Any such allocations shall be made among the Partners in proportion to the aggregate amounts required to be allocated to each Partner under this Section 6.1I.5.2(O). No allocation shall be made pursuant to this Section 5.2(O)(1) that would cause a Partner to have a deficit balance in its Adjusted Capital Account. (2) Liquidating Gain or Liquidating Loss allocated to an LTIP Unit Limited Partner under this Section 6.1I 5.2(O). will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I5.2(O), (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Partnership Units. Such Liquidating Gain or Liquidating Loss allocated to such LTIP Unit Limited Partner will generally be attributed to LTIP Units so as to equalize the Economic Capital Account Balance associated each LTIP Unit and the Partnership Unit Economic Balance in the following order: (i) first, to Vested LTIP Units held for more than two three years, (ii) second, to Vested LTIP Units held for more than two years, (iii) third, to Vested LTIP Units held for two years or less, (iiiiv) thirdfourth, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the CompanyGeneral Partner, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (ivv) fourthfifth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. (3) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Partnership Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit Limited Partner, or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (4) The parties agree that the intent of this Section 6.1I 5.2(O) is (i) to the extent possible to make the Economic Capital Account Balance associated with each LTIP Unit economically equivalent to the Common Partnership Unit Economic Balance and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Partnership Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(15.2(O)(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achieved. The General Partner shall be permitted to interpret this Section 6.1I 5.2(O) or to amend this Agreement to the extent necessary and consistent with this intention. (5) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I5.2(O), Profits allocable under clause 6.1A(2Sections 5.2A(5)-(7) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

LTIP Allocations. After giving effect to the special allocations set forth in Section 6.1C and Section 6.1D hereof, and the allocations of Profit under Section 6.1A(1) (including, for the avoidance of doubt Liquidating Gains that are a component of Profit), and subject to the other provisions of this Section 6.1, but before allocations of Profit or Losses are made under Section 6.1A(2) or Section 6.1B(1): (1) any remaining Liquidating Gains or Liquidating Losses shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances of the LTIP Unit Limited Partners, to the extent attributable to their ownership of LTIP Units, Units to be equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unit Limited Partner, the “Target Balance”); provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. Any such allocations shall be made among the Partners in proportion to the aggregate amounts required to be allocated to each Partner under this Section 6.1I. (2) Liquidating Gain or Liquidating Loss allocated to an LTIP Unit Limited Partner under this Section 6.1I will be attributed to specific LTIP Units of such LTIP Unit Limited Partner for purposes of determining (i) allocations under this Section 6.1I, (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unit Limited Partner’s Capital Account and (iii) the ability of such LTIP Unit Limited Partner to convert specific LTIP Units into Common Units. Such Liquidating Gain allocated to such LTIP Unit Limited Partner will generally be attributed in the following order: (i) first, to Vested LTIP Units held for more than two years, (ii) second, to Vested LTIP Units held for two years or less, (iii) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Company, the Partnership or an Affiliate of either for a certain period of time (with such Liquidating Gains being attributed in order of vesting from soonest vesting to latest vesting), and (iv) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of issuance from earliest issued to latest issued). Within each category, Liquidating Gain will be allocated seriatim (i.e., entirely to the first unit in a set, then entirely to the next unit in the set, and so on, until a full allocation is made to the last unit in the set) in the order of smallest Book-Up Target to largest Book-Up Target. (3) After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any present or former LTIP Unit Limited Partner attributable to such LTIP Unit Limited Partner’s LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit Limited Partner, or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner. (4) The parties agree that the intent of this Section 6.1I is (i) to the extent possible to make the Economic Capital Account Balance associated with each LTIP Unit economically equivalent to the Common Unit Economic Balance and (ii) to allow conversion of an LTIP Unit (assuming prior vesting) into a Common Unit when sufficient Liquidating Gains have been allocated to such LTIP Unit pursuant to Section 6.1I(1) so that either its initial Book-Up Target has been reduced to zero or the parity described in the definition of Target Balance has been achieved. The General Partner shall be permitted to interpret this Section 6.1I or to amend this Agreement to the extent necessary and consistent with this intention. (5) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1I, Profits allocable under clause 6.1A(2) and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.this