Common use of Special Allocations Regarding LTIP Units Clause in Contracts

Special Allocations Regarding LTIP Units. Subject to the terms of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the LTIP Holders until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject (1) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.3.B, Net Income allocable under Section 6.2.B.1 and any Net Losses shall be recomputed without regard to the terms Liquidating Gains or Liquidating Losses so allocated. (2) Notwithstanding the provisions of Section 6.2 above, but subject to the prior allocation of income, gain, deduction and loss to any class of Partnership Units Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the Holders of LTIP Holders Units until the Economic Capital Account Balances Balance of each such holdersLTIP Unitholder, to the extent attributable to their his or her ownership of LTIP Units, are is equal to the Partnership Unit Economic Balance. The date on which such equality is achieved for any LTIP Unit is referred to as the “LTIP Equalization Date” with respect to such LTIP Unit. (i3) Notwithstanding the provisions of Sections 6.2.B.1 and 6.2.B.2 above, in the event that, due to distributions with respect to Partnership Units in which the LTIP Units do not participate on an equal basis per unit, the Economic Capital Account Balance of any holder of LTIP Units, to the extent attributable to the holder’s ownership of any LTIP Unit, exceeds the Partnership Unit Economic Balance, multiplied the amount of such excess shall be re-allocated to such holder’s remaining LTIP Units to the same extent and in the manner as reasonably determined by (ii) the number of LTIP Units; provided that no General Partner. To the extent such excess may not be re-allocated, Liquidating Capital Gains will Losses shall be allocated with respect to any particular LTIP Unit unless and such holder to the extent necessary to reduce or eliminate the disparity; provided, however, that if Liquidating Losses are insufficient to completely eliminate all such disparities, such losses shall be allocated among the holders of LTIP Unit as reasonably determined by the General Partner. (4) If an LTIP Unitholder forfeits any LTIP Units to which Liquidating Gain has previously been allocated under this Section 6.3.B, the Capital Account associated with such forfeited LTIP Units will be re-allocated to that LTIP Unitholder’s remaining LTIP Units, using a methodology reasonably determined by the General Partner, to the extent necessary to cause such LTIP Unitholder’s Economic Capital Account Balance attributable to each such Eligible Unit to equal the Partnership Unit Economic Balance exceeds Balance. To the Partnership Unit Economic Balance extent such Liquidating Gains are not re-allocated in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection accordance with the actual or hypothetical sale of all or substantially all of forgoing, such Liquidating Gains will be forfeited and the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “LTIP Unitholder’s Economic Capital Account Balances” of the LTIP Holders Balance will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unitreduced accordingly.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.2 above, any Liquidating Capital Gains remaining after the allocation of any such Liquidating Gains to Holders of Company Preferred Units and Company Equivalent Units pursuant to Section 6.2.A(i) shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Membership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (the “Target Balance”) and thereafter shall be allocated in accordance with Section 6.2.A(ii); provided, however, that, unless otherwise specified by the Managing Member in the grant of specific LTIP Units; provided that , no such Liquidating Capital 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 Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time issuance of such LTIP Unit was issuedUnit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. Liquidating Gains that cannot be allocated to LTIP Unitholders by reason of the proviso in the immediately preceding sentence shall be allocated to the holders of Membership Common Units. Liquidating Gains otherwise allocable to the LTIP Unitholders pursuant to the second preceding sentence shall be allocated (i) on a “first-in, first-out” basis with respect to LTIP Units issued on different dates and (ii) on an equal basis with respect to LTIP Units issued on the same date (i.e., Liquidating Gains shall be allocated first to the LTIP Units that were issued on the earliest date, and then with respect to such LTIP Units, equally among such LTIP Units). For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the PartnershipCompany, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership Company assets under Code Section 704(b) of the Code). “Liquidating Losses” means any net capital loss realized in connection with any such event. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Member Minimum Gain or Company Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership Membership Common Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General PartnerManaging Member, plus the amount of the General PartnerManaging Member’s share of any Partner Nonrecourse Debt Member Minimum Gain or Partnership Company Minimum Gain, in either case to the extent attributable to the General PartnerManaging Member’s ownership of Partnership Membership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.3.E (including any expenses of the Company reimbursed to the Managing Member pursuant to Section 7.4.B), divided by (ii) the number of General Partnerthe Managing Member’s Partnership Membership Common Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) 6.3.E is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Managing Member’s Membership Common Units (on a per-Membership Common Unit/LTIP Unit basis), but only if and . The Managing Member shall be permitted to interpret this Section 6.3.E or to amend this Agreement to the extent the Capital Account balance associated necessary and consistent with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unitthis intention.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.02 above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Code Section 704(b) of the Code). The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.03(c) (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.04(b)), divided by (ii) the number of the General Partner’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e6.03(c). The parties agree that the intent of this Section 5.1(e6.03(c) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s OP Units (on a per-OP Unit/LTIP Unit basis), but only if and . The General Partner shall be permitted to interpret this Section 6.03(c) or to amend this Agreement to the extent the Capital Account balance associated necessary and consistent with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unitthis intention.

Special Allocations Regarding LTIP Units. Subject Notwithstanding the provisions of Section 6.02 above, after giving effect to the terms of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnallocations set forth in Sections 6.03(a), any 6.03(b) and 6.03(c) hereof, Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Code Section 704(b) of the Code). The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General PartnerParent, plus the amount of the General PartnerParent’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General PartnerParent’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.03(d) (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.04(b)), divided by (ii) the number of General Partnerthe Parent’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e6.03(d). The parties agree that the intent of this Section 5.1(e6.03(d) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Parent’s OP Units (on a per-OP Unit/LTIP Unit basis), but only if and . The General Partner shall be permitted to interpret this Section 6.03(d) or to amend this Agreement to the extent the Capital Account balance associated necessary and consistent with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unitthis intention.

Special Allocations Regarding LTIP Units. Subject (1) Notwithstanding the provisions of Section 6.2 above, but subject to the terms prior allocation of income, gain, deduction and loss any class of Partnership Units Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Post-Grant Gains occurring at a Book-up Event shall first be allocated to the Holders of LTIP Holders Units until the Economic Capital Account Balances Balance of each such holdersLTIP Unitholder, to the extent attributable to their his or her ownership of LTIP UnitsUnits (determined without reduction for Tax Distributions made to such LTIP Unitholder), are is equal to (i) the then Partnership Unit Economic Balance, multiplied by (ii) the number of his or her LTIP Units; provided that no Units (the date on which sufficient Post-Grant Gains and other Net Income and other items of income have been so allocated to an LTIP Unitholder to achieve such Liquidating Capital Gains will be allocated equality is referred to as the “LTIP Equalization Date” with respect to any particular such LTIP Unit unless and to Unitholder’s LTIP Units). To the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment has gross income for any period (as computed for book purposes) prior to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” occurrence of the LTIP Holders will Equalization Date with respect to an LTIP Unitholder’s LTIP Units, other than gross income attributable to Post-Grant Gains and Depreciation recapture, such income (including items of gross income if necessary) shall first be equal allocated to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case such LTIP Unitholder to the extent of its distributions from the Partnership (other than distributions attributable to their ownership Post-Grant Gains and Tax Distributions), if any, with respect to such period (without any double counting of income allocations). (2) Prior to the LTIP Equalization Date with respect to all LTIP Unitholders, Post-Grant Gains attributable to the appreciation in value of a Partnership asset occurring after the grant of LTIP Units. Similarly, the “Partnership Unit Economic Balance” Units to LTIP Unitholders (other than those occurring at a Book-up Event) shall mean be allocated as follows: (i) first, such Post-Grant Gains shall be allocated to LTIP Unitholders until the Capital Account Balance of the General PartnerLTIP Equalization Date has occurred with respect to their LTIP Units, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number balance of General Partner’s any such Post-Grant Gains remaining, if any, shall be allocated among the LTIP Unitholders and the holders of Partnership Units who are not LTIP Unitholders, pro rata, in proportion to their respective Percentage Interests. From and after the LTIP Equalization Date with respect to LTIP Units. Any such , all allocations of Net Income or Net Loss and all distributions of Available Cash, shall be made among to the Holders of Partnership Units, including the subject LTIP Holders Units, pro rata, in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unittheir respective Percentage Interests.

Special Allocations Regarding LTIP Units. Subject to the terms of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the LTIP Holders until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.Section

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.1A, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units, plus the aggregate net amount of Net Income and Net Loss allocated to such LTIP Units prior to the Distribution Participation Date with respect to such LTIP Units less the amount of any Special LTIP Unit Distributions with respect to such LTIP Units (such amount, the “Target Balance”); provided provided, however, that no such Liquidating Capital 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 Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time issuance of such LTIP Unit was issuedUnit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. After giving effect to the special allocations set forth in Section 1 of Exhibit C hereto, and notwithstanding the provisions of Sections 6.1A and 6.1B above, in the event that, due to distributions with respect to OP Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balances of any present or former holder of LTIP Units, to the extent attributable to the holder’s ownership of LTIP Units, exceed the Target Balance, then Liquidating Losses shall be allocated to such holder to the extent necessary to reduce or eliminate the disparity. In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1E, Net Income allocable under Section 6.1A(5) and any Net Loss shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Capital Gains” means net capital gains that are or would be realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the CodeCode made pursuant to Section 1.D of Exhibit B of the Partnership Agreement. “Liquidating Losses” means any net capital loss realized in connection with any such event. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balancesbalances to the extent attributable to their ownership of LTIP Units, plus the amount of their shares share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e)6.1E, but prior to the realization of any Liquidating Gains. Similarly, the “OP Unit Economic Balance” shall mean (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.1E, but prior to the realization of any Liquidating Gains, divided by (ii) the number of the General Partner’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e). 6.1E. The parties agree that the intent of this Section 5.1(e) 6.1E is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s OP Units (on a per-Unit basis, other than differences resulting from the allocation of Net Income and Net Loss allocated to such LTIP Units prior to the Distribution Participation Date with respect to such LTIP Units in excess of the amount of Special LTIP Unit Distributions paid with respect to such LTIP Units), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on that Liquidating Gains are of a per-Unit basis since the issuance sufficient magnitude to do so upon a sale of all or substantially all of the relevant assets of the Partnership, or upon an adjustment to the Partners’ Capital Accounts pursuant to Section 1.D of Exhibit B. To the extent the LTIP UnitUnitholders receive a distribution in excess of their Capital Accounts, such distribution will be a guaranteed payment under Section 707(c) of the Code.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.1.A, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Class A Unit Economic Balance, multiplied by (ii) the number of their LTIP Units, plus the aggregate net amount of Net Income and Net Loss allocated to such LTIP Units prior to the Distribution Participation Date with respect to such LTIP Units less the amount of any Special LTIP Unit Distributions with respect to such LTIP Units; provided provided, however, that no such Liquidating Capital 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 Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time issuance of such LTIP Unit was issuedUnit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. After giving effect to the special allocations set forth in Section 1 of Exhibit C hereto, and notwithstanding the provisions of Sections 6.1.A and 6.1.B above, in the event that, due to distributions with respect to Class A Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balances of any present or former holder of LTIP Units, to the extent attributable to the holder’s ownership of LTIP Units, exceed the target balance specified above, then Liquidating Losses shall be allocated to such holder to the extent necessary to reduce or eliminate the disparity. In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1.E, Net Income allocable under Section 6.1.A(6) and any Net Loss shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Capital Gains” means net capital gains that are or would be realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” Code made pursuant to Section 1.D of Exhibit B of the LTIP Holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP UnitAgreement.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSections 5.01(a) and (b) hereof, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (the “Target Balance”) and thereafter shall be allocated in accordance with Section 5.01(a); provided, however, that unless otherwise specified by the General Partner in the grant of specific LTIP Units; provided that , no such Liquidating Capital 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 Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time issuance of such LTIP Unit was issuedUnit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. Liquidating Gains that cannot be allocated to LTIP Unitholders by reason of the proviso in the immediately preceding sentence shall be allocated to the holders of Common Units. Liquidating Gains otherwise allocable to the LTIP Unitholders pursuant to the second preceding sentence shall be allocated (i) on a “first-in, first-out” basis with respect to LTIP Units issued on different dates and (ii) on an equal basis with respect to LTIP Units issued on the same date (i.e., Liquidating Gains shall be allocated first to the LTIP Units that were issued on the earliest date, and then with respect to such LTIP Units, equally among such LTIP Units). For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the Code. “Liquidating Losses” means any net capital loss realized in connection with any such event. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.Account

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSections 5.01(a) and (b) hereof, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Common Unit Economic Balance exceeds the Partnership Common Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders Unit holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Common Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e5.01(g), divided by (ii) the number of the General Partner’s Partnership Common Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e5.01(g). The parties agree that the intent of this Section 5.1(e5.01(g) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s Common Units (on a per-Unit basis), but only if and to the extent that the Capital Account balance associated with the General Partner’s Partnership Common Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject (i) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.3(b), Net Income and Net Loss shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated (subject to any prior allocation of Net Income or Net Loss otherwise provided for). (ii) Notwithstanding the provisions of Section 6.2 above, after giving effect to the special allocations set forth in Sections 6.3(c)(i)-(iv), and the allocations of Net Income under Section 6.2(a)(i)1 (including, for the avoidance of doubt, Liquidating Gains that are a component of Net Income), and subject to the prior allocation of income, gain, deduction and loss under the terms of any Partnership Units Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, but before allocations of Net Income are made under Section 6.2(a)(i)2, any remaining Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersLTIP Unitholders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unitholder, the “Target Balance”). Any such allocations of Liquidating Gain shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.3(b). (iii) Liquidating Gain allocated to an LTIP Unitholder under this Section 6.3(b) will be attributed to specific LTIP Units of such LTIP Unitholder for purposes of determining (i) allocations under this Section 6.3(b), (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unitholder’s Economic Capital Account Balance and (iii) the ability of such LTIP Unitholder to convert specific LTIP Units into Common Units. Such Liquidating Gain will be attributed to LTIP Units 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 such category, Liquidating Gain will be allocated serially (i.e., entirely to the first unit in the category, then entirely to the next unit in the category, and so on, until a full allocation is made to the last unit in the category) in the order of smallest Book Up Target to largest Book Up Target until the Economic Capital Account Balance of such LTIP Unitholder attributable to such LTIP Unitholder’s ownership of each LTIP Unit in the category is equal to the Partnership Common Unit Economic Balance. (iv) Notwithstanding the provisions of Section 6.2 above, but subject to the prior allocation of income, gain, deduction and loss under paragraph (a) above and to the terms of any Partnership Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, in the event that, due to distributions with respect to Common Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balance of any present or former LTIP Unitholder, to the extent attributable to the LTIP Unitholder’s ownership of LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unitholder, or, at the election of the General Partner, Liquidating Gains shall be allocated to the other Holders, to the extent necessary to reduce or eliminate the disparity; provided provided, however, that no if Liquidating Losses and Liquidating Gains are insufficient to completely eliminate all such disparities, any such Liquidating Losses shall be allocated among the LTIP Unitholders as reasonably determined by the General Partner. (v) If an LTIP Unitholder forfeits any LTIP Units to which Liquidating Gain has previously been allocated under this Section 6.3(b) the Capital Account associated with such forfeited LTIP Units will be re-allocated to that LTIP Unitholder’s remaining LTIP Units that were outstanding on the date of the initial allocation of such Liquidating Gain using a methodology similar to that described in Section 6.3(b)(iii) above to the extent necessary to cause such LTIP Unitholder’s Economic Capital Account Balance attributable to each LTIP Unit to equal the Partnership Common Unit Economic Balance. To the extent such Liquidating Gains are not re-allocated in accordance with the forgoing, such Liquidating Gains will be allocated with respect to any particular forfeited and the LTIP Unit unless and to the extent that the Partnership Unit Unitholder’s Economic Capital Account Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. will be reduced accordingly. (vi) For this purpose, “Liquidating Capital Gains” means any net capital gains gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets Assets under Section 704(bparagraph (b) of the Codedefinition of “Gross Asset Value.” Similarly, “Liquidating Losses” means any net capital loss realized in connection with any such event. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Common Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General PartnerCompany with respect to its ownership of Partnership Common Units, plus the amount of the General PartnerCompany’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General PartnerCompany’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.3(b), divided by (ii) the number of General Partnerthe Company’s Partnership Common Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject Notwithstanding the provisions of Section 6.2 above, but subject to the prior allocation of income, gain, deduction and loss under paragraph (a) above and to the terms of any Partnership Units Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the Holders of LTIP Holders Units until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Common Unit Economic Balance exceeds the Partnership Common Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “"Liquidating Capital Gains” " means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Section 704(b) of the Code. The “"Economic Capital Account Balances” " of the Holders of LTIP Holders Units will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “"Partnership Common Unit Economic Balance” " shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s 's share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s 's ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.3(b), divided by (ii) the number of the General Partner’s 's Partnership Common Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e6.3(b). The parties agree that the intent of this Section 5.1(e6.3(b) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the General Partner's Partnership Common Units (on a per-Unit basis), but only if and to the extent that the Capital Account balance associated with the General Partner’s 's Partnership Common Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to the terms of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the LTIP Holders until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s 's share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s 's ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s 's Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s 's Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSections 5.01(a) and (b) hereof, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account BalancesBalance” of the LTIP Holders Unitholders will be equal to their respective Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balance to the extent attributable to their ownership of LTIP Units; it being understood that a holder’s Economic Capital Account Balance with respect to such holder’s C-LTIP Units shall be determined by reference to such holder’s C-LTIP Units and not any other LTIP Units, and a holder’s Economic Capital Account Balance with respect to such other LTIP Units shall be determined by reference to such holder’s other LTIP Units and not any C-LTIP Units. Similarly, the “Partnership Common Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s direct or indirect ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e5.01(f), divided by (ii) the number of Common Units directly or indirectly owned by the General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e5.01(f). The parties agree that the intent of this Section 5.1(e5.01(f) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with Common Units directly or indirectly owned by the Partnership Units General Partner (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to the terms of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the LTIP Holders until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.this

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSections 6.1 and 6.2, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to to: (iA) the Partnership Common Unit Economic Balance, multiplied by (iiB) the number of their LTIP Units (the “Target Balance”) and thereafter shall be allocated in accordance with Section 6.1; provided, however, that unless otherwise specified by the General Partner in the grant of specific LTIP Units; provided that , no such Liquidating Capital 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 Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time issuance of such LTIP Unit was issuedUnit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. Liquidating Gains that cannot be allocated to LTIP Unitholders by reason of the proviso in the immediately preceding sentence shall be allocated to the holders of Common Units. Liquidating Gains otherwise allocable to the LTIP Unitholders pursuant to the second preceding sentence shall be allocated (1) on a “first-in, first-out” basis with respect to LTIP Units issued on different dates and (2) on an equal basis with respect to LTIP Units issued on the same date (i.e., Liquidating Gains shall be allocated first to the LTIP Units that were issued on the earliest date, and then with respect to such LTIP Units, equally among such LTIP Units). For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the Code. “Liquidating Losses” means any net capital loss realized in connection with any such event. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, balances plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum GainGain (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), in either case (5) and (6)) to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Common Unit Economic Balance” shall mean (ia) the Capital Account Balance balance of the General PartnerFederal Realty, plus the amount of the General PartnerFederal Realty’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum GainGain (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)), in either case to the extent attributable to the General PartnerFederal Realty’s direct or indirect ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e)6.7, divided by (iib) the number of General Partner’s Partnership UnitsCommon Units directly or indirectly owned by Federal Realty. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e)6.7. The parties agree that the intent of this Section 5.1(e) 6.7 is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Common Units directly or indirectly owned by Federal Realty (on a per-Unit basis), but only if and . The General Partner shall be permitted to interpret this Section 6.7 or to amend this Agreement to the extent the Capital Account balance associated necessary and consistent with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unitthis intention.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.1.A, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Class A Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains that are or would be realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the CodeCode made pursuant to Section 1.D of Exhibit B of the Partnership Agreement. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Class A Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Class A Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e)6.1.E, but prior to the realization of any Liquidating Gains, divided by (ii) the number of the General Partner’s Partnership Class A Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e). 6.1.E. The parties agree that the intent of this Section 5.1(e) 6.1.E is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s Class A Units (on a per-Unit basis), but only if and provided that Liquidating Gains are of a sufficient magnitude to do so upon a sale of all or substantially all of the assets of the Partnership, or upon an adjustment to the Partners’ Capital Accounts pursuant to Section 1.D of Exhibit B. To the extent the LTIP Unitholders receive a distribution in excess of their Capital Account balance associated with the General Partner’s Partnership Units has increased on Accounts, such distribution will be a per-Unit basis since the issuance guaranteed payment under Section 707(c) of the relevant LTIP UnitCode.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.1.A, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units, plus the aggregate net amount of Net Income and Net Loss allocated to such LTIP Units prior to the Distribution Participation Date with respect to such LTIP Units less the amount of any Special LTIP Unit Distributions with respect to such LTIP Units (such amount, the “Target Balance”); provided provided, however, that no such Liquidating Capital 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 Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time issuance of such LTIP Unit was issuedUnit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. After giving effect to the special allocations set forth in Section 1 of Exhibit C hereto, and notwithstanding the provisions of Sections 6.1.A and 6.1.B above, in the event that, due to distributions with respect to OP Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balances of any present or former holder of LTIP Units, to the extent attributable to the holder’s ownership of LTIP Units, exceed the Target Balance, then Liquidating Losses shall be allocated to such holder to the extent necessary to reduce or eliminate the disparity. In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.1.E, Net Income allocable under Section 6.1.A(6) and any Net Loss shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Capital Gains” means net capital gains that are or would be realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the PartnershipCompany, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership Company assets under Section 704(b) of the CodeCode made pursuant to Section 1.D of Exhibit B of the Company Agreement. “Liquidating Losses” means any net capital loss realized in connection with any such event. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balancesbalances to the extent attributable to their ownership of LTIP Units, plus the amount of their shares share of any Partner Nonrecourse Debt Member Minimum Gain or Partnership Company Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e)6.1.E, but prior to the realization of any Liquidating Gains. Similarly, the “OP Unit Economic Balance” shall mean (i) the Capital Account balance of the Managing Member, plus the amount of the Managing Member’s share of any Member Minimum Gain or Company Minimum Gain, in either case to the extent attributable to the Managing Member’s ownership of OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.1.E, but prior to the realization of any Liquidating Gains, divided by (ii) the number of General Partnerthe Managing Member’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.6.1.E.

Special Allocations Regarding LTIP Units. Subject Notwithstanding the provisions of Section 6.02 above, after giving effect to the terms of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnallocations set forth in Sections 6.03(a) and 6.03(b) hereof, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Code Section 704(b) of the Code). The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General PartnerParent, plus the amount of the General PartnerParent’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General PartnerParent’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.03(c) (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.04(b)), divided by (ii) the number of General Partnerthe Parent’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e6.03(c). The parties agree that the intent of this Section 5.1(e6.03(c) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership OP Units held by Parent and its Subsidiaries (on a per-OP Unit/LTIP Unit basis), but only if and . The General Partner shall be permitted to interpret this Section 6.03(c) or to amend this Agreement to the extent the Capital Account balance associated necessary and consistent with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unitthis intention.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.1A, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Class A Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains that are or would be realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the CodeCode made pursuant to Section 1.D of Exhibit B of the Partnership Agreement. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Class A Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General PartnerParent, plus the amount of the General PartnerParent’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General PartnerParent’s ownership of Partnership Class A Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e)6.1E, but prior to the realization of any Liquidating Gains, divided by (ii) the number of General Partnerthe Parent’s Partnership Class A Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e). 6.1E. The parties agree that the intent of this Section 5.1(e) 6.1E is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Parent’s Class A Units (on a per-Unit basis), but only if and provided that Liquidating Gains are of a sufficient magnitude to do so upon a sale of all or substantially all of the assets of the Partnership, or upon an adjustment to the Partners’ Capital Accounts pursuant to Section 1.D of Exhibit B. To the extent the LTIP Unitholders receive a distribution in excess of their Capital Account balance associated with the General Partner’s Partnership Units has increased on Accounts, such distribution will be a per-Unit basis since the issuance guaranteed payment under Section 707(c) of the relevant LTIP UnitCode.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.02 above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to Units (the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued“Target Balance”). For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Code Section 704(b) of the Code). The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.03(c) (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.04(b)), divided by (ii) the number of the General Partner’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e6.03(c). The parties agree that the intent of Liquidating Gain allocated to an LTIP Unitholder under this Section 5.1(e6.03(c) is will be attributed to make specific LTIP Units of such LTIP Unitholder for purposes of determining (i) allocations under this Section 6.03(c), (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unitholder’s Capital Account balance associated and (iii) the ability of such LTIP Unitholder to convert specific LTIP Units into OP Units. Such Liquidating Gain allocated to such LTIP Unitholder 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 Incentive Units that have remaining vesting conditions that only require continued employment or service to the General 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 Incentive 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. For purposes of the previous sentence, “Book-Up Target” for an LTIP Unit means (i) initially, the OP Unit Economic Balance as determined on the date such LTIP Unit was granted and (ii) thereafter, the remaining amount, if any, required to be economically equivalent allocated to such LTIP Unit for the Economic Capital Account balance associated with Balance of the Partnership Units (on a per-Unit basis)holder of such LTIP Unit, but only if and to the extent attributable to such LTIP Unit, to be equal to the OP Unit Economic Balance. After giving effect to the special allocations set forth above, if, due to distributions with respect to OP Units in which an LTIP Unit does not participate, forfeitures or otherwise, the Economic Capital Account balance associated with Balance of any present or former LTIP Unitholder attributable to such LTIP Unitholder’s LTIP Units, exceeds the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant Target Balance, then Liquidating Losses shall be allocated to such LTIP Unit.Unitholder, or Liquidating

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection ‎6.02 above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “"Liquidating Capital Gains” " means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Code Section 704(b) of the Code). The “"Economic Capital Account Balances” " of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership "OP Unit Economic Balance” " shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s 's share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s 's ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e‎6.03(c) (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section ‎7.04(b)), divided by (ii) the number of the General Partner’s Partnership 's OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e‎6.03(c). The parties agree that the intent of this Section 5.1(e‎6.03(c) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner's OP Units (on a per-OP Unit/LTIP Unit basis), but only if and . The General Partner shall be permitted to interpret this Section ‎6.03(c) or to amend this Agreement to the extent the Capital Account balance associated necessary and consistent with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unitthis intention.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.2 above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership OP Unit Economic Balance equals or exceeds the Partnership OP Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.3.C (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.4.B), divided by (ii) the number of the General Partner’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e). 6.3.C. The parties agree that the intent of this Section 5.1(e) 6.3.C is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s OP Units (on a per-Unit basis), but only if and to the extent that the Capital Account balance associated with the General Partner’s Partnership OP Units has remained the same or increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 5.01(a) & (b) above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership OP Unit Economic Balance exceeds the Partnership OP Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “"Liquidating Capital Gains” " means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the Code. The “"Economic Capital Account Balances” " of the LTIP Holders Unit holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership "OP Unit Economic Balance” " shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s 's share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s 's ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e5.01(g), divided by (ii) the number of the General Partner’s Partnership 's OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e5.01(g). The parties agree that the intent of this Section 5.1(e5.01(g) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner's OP Units (on a per-Unit basis), but only if and to the extent that the Capital Account balance associated with the General Partner’s Partnership 's OP Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject (i) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.3(b), Net Income and Net Loss shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated (subject to any prior allocation of Net Income or Net Loss otherwise provided for). (ii) Notwithstanding the provisions of Section 6.2 above, after giving effect to the special allocations set forth in Sections 6.3(c)(i)-(iv), and the allocations of Net Income under Section 6.2(a)(i)1 (including, for the avoidance of doubt, Liquidating Gains that are a component of Net Income), and subject to the prior allocation of income, gain, deduction and loss under the terms of any Partnership Units Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, but before allocations of Net Income are made under Section 6.2(a)(i)2, any remaining Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersLTIP Unitholders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unitholder, the “Target Balance”). Any such allocations of Liquidating Gain shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.3(b). (iii) Liquidating Gain allocated to an LTIP Unitholder under this Section 6.3(b) will be attributed to specific LTIP Units of such LTIP Unitholder for purposes of determining (i) allocations under this Section 6.3(b), (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unitholder’s Economic Capital Account Balance and (iii) the ability of such LTIP Unitholder to convert specific LTIP Units into Common Units. Such Liquidating Gain will be attributed to LTIP Units 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 such category, Liquidating Gain will be allocated serially (i.e., entirely to the first unit in the category, then entirely to the next unit in the category, and so on, until a full allocation is made to the last unit in the category) in the order of smallest Book Up Target to largest Book Up Target until the Economic Capital Account Balance of such LTIP Unitholder attributable to such LTIP Unitholder’s ownership of each LTIP Unit in the category is equal to the Partnership Common Unit Economic Balance. (iv) Notwithstanding the provisions of Section 6.2 above, but subject to the prior allocation of income, gain, deduction and loss under paragraph (a) above and to the terms of any Partnership Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, in the event that, due to distributions with respect to Common Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balance of any present or former LTIP Unitholder, to the extent attributable to the LTIP Unitholder’s ownership of LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unitholder, or, at the election of the General Partner, Liquidating Gains shall be allocated to the other Holders, to the extent necessary to reduce or eliminate the disparity; provided provided, however, that no if Liquidating Losses and Liquidating Gains are insufficient to completely eliminate all such disparities, any such Liquidating Losses shall be allocated among the LTIP Unitholders as reasonably determined by the General Partner. (v) If an LTIP Unitholder forfeits any LTIP Units to which Liquidating Gain has previously been allocated under this Section 6.3(b) the Capital Account associated with such forfeited LTIP Units will be re-allocated to that LTIP Unitholder’s remaining LTIP Units that were outstanding on the date of the initial allocation of such Liquidating Gain using a methodology similar to that described in Section 6.3(b)(iii) above to the extent necessary to cause such LTIP Unitholder’s Economic Capital Account Balance attributable to each LTIP Unit to equal the Partnership Common Unit Economic Balance. To the extent such Liquidating Gains are not re-allocated in accordance with the foregoing, such Liquidating Gains will be allocated with respect to any particular forfeited and the LTIP Unit unless and to the extent that the Partnership Unit Unitholder’s Economic Capital Account Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. will be reduced accordingly. (vi) For this purpose, “Liquidating Capital Gains” means any net capital gains gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets Assets under Section 704(bparagraph (b) of the Codedefinition of “Gross Asset Value.” Similarly, “Liquidating Losses” means any net capital loss realized in connection with any such event. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Common Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General PartnerCompany with respect to its ownership of Partnership Common Units, plus the amount of the General PartnerCompany’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General PartnerCompany’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.3(b), divided by (ii) the number of General Partnerthe Company’s Partnership Common Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSections 5.01(a) and (b) hereof, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Common Unit Economic Balance exceeds the Partnership Common Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders Unit holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Common Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e5.01(g), divided by (ii) the number of the General Partner’s Partnership Common Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e5.01(g). The parties agree that the intent of this Section 5.1(e5.01(g) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s Common Units (on a per-Unit basis), but only if and to the extent that the Capital Account balance associated with the General Partner’s Partnership Common Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject (i) After giving effect to the terms special allocations set forth in Section 5.1(b) through (g) above, and notwithstanding the provisions of any Partnership Units ranking senior Sections 5.1(a)(i) and 5.1(a)(ii) above, but subject to the LTIP Units with respect to return prior allocation of capital or any preferential or priority returnincome and gain under Sections 5.1(a)(i)(B) and 5.1(a)(i)(C) above, any remaining Liquidating Capital Gains shall first be allocated to the holders of LTIP Holders Units until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital 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 Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time issuance of such LTIP Unit was issued. For Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. (ii) Liquidating Gain allocated to an LTIP Unitholder under this purposeSection 5.1(h) will be attributed to specific LTIP Units of such LTIP Unitholder for purposes of determining (A) allocations under this Section 5.1(h), “Liquidating Capital Gains” means net capital gains realized in connection with (B) the actual or hypothetical sale of all or substantially all effect of the assets forfeiture or conversion of specific LTIP Units on such LTIP Unitholder’s Economic Capital Account Balance and (C) the ability of such LTIP Unitholder to convert specific LTIP Units into Common Units. Such Liquidating Gain will be attributed to LTIP Units in the following order: (w) first, to Vested LTIP Units held for more than two years, (x) second, to Vested LTIP Units held for two years or less, (y) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the Partnership, including but not limited the General Partner 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 net capital gain realized latest vesting), and (z) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in connection with an adjustment order of issuance from earliest issued to latest issued). Within each such category, Liquidating Gain will be allocated serially (i.e., entirely to the Carrying Value of first unit in the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balancescategory, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case then entirely to the extent attributable next unit in the category, and so on, until a full allocation is made to their ownership the last unit in the category) in the order of LTIP Units. Similarly, smallest Book-Up Target to largest Book-Up Target until the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of such LTIP Unitholder attributable to such LTIP Unitholder’s ownership of each LTIP Unit in the General Partnercategory is equal to the Common Unit Economic Balance; provided, plus however, that if there is not sufficient Liquidating Gain for the Economic Capital Account Balance of such LTIP Unitholder attributable to such LTIP Unitholder’s ownership of each LTIP Unit to be equal to the Common Unit Economic Balance and the Book-Up Target for any LTIP Unit is less than the amount required to be allocated to the LTIP Unit for the Economic Capital Account attributable to the LTIP Unit to equal the Common Unit Economic Balance, then Liquidating Gains shall be allocated pursuant to the waterfall set forth in Section 5.1(h)(ii)(w)-(z) above until the Book-Up Target of each such LTIP Unit in each category has been reduced to zero and, thereafter, any remaining Liquidating Gain shall be further allocated pursuant to such waterfall until the General PartnerEconomic Capital Account Balance of an LTIP Unitholder attributable to such LTIP Unitholder’s share ownership of each LTIP Unit in the category is equal to the Common Unit Economic Balance. (iii) After giving effect to the special allocations set forth in Section 5.1(b)-(g) above, and notwithstanding the provisions of Sections 5.1(a)(i) and 5.1(a)(ii) above, in the event that, due to distributions with respect to Common Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balance of any Partner Nonrecourse Debt Minimum Gain present or Partnership Minimum Gainformer holder of LTIP Units, in either case to the extent attributable to the General Partnerholder’s ownership of Partnership LTIP Units, exceeds the target balance specified above, the amount of such excess shall be re-allocated to such LTIP Unitholder’s remaining LTIP Units to the same extent and computed on in the same manner as would apply pursuant to Section 5.1(h)(iv) below in the event of a hypothetical basis after taking into account forfeiture of LTIP Units. To the extent such excess may not be re-allocated, any remaining Liquidating Losses shall be allocated to such LTIP Unitholder to the extent necessary to reduce or eliminate the disparity; provided, however, that if Liquidating Losses are insufficient to completely eliminate all allocations through such disparities, such losses shall be allocated among the date on LTIP Unitholders as reasonably determined by the General Partner. (iv) If an LTIP Unitholder forfeits any LTIP Units to which any allocation is made Liquidating Gain has previously been allocated under this Section 5.1(e5.1(h), divided by (iithe Capital Account associated with such forfeited LTIP Units will be re-allocated to that LTIP Unitholder’s remaining LTIP Units using a methodology similar to that described in Section 5.1(h)(ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion above to the amounts required extent necessary to be allocated cause such LTIP Unitholder’s Economic Capital Account Balance attributable to each LTIP Unit to equal the Common Unit Economic Balance. (v) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 5.1(e5.1(h). , Profits allocable under Section 5.1(a)(i)(D) and any Losses shall be recomputed by excluding the Liquidating Gains or Liquidating Losses so allocated. (vi) The parties agree that the intent of this Section 5.1(e5.1(h) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Common Units held by the General Partner in its capacity as a Limited Partner (on a per-Unit unit basis), but only if and the Partnership has recognized cumulative net gains with respect to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis its assets since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject Notwithstanding the provisions of Section 6.2 above, but subject to the prior allocation of income, gain, deduction and loss under paragraph (a) above and to the terms of any Partnership Units Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains shall first be allocated to the Holders of LTIP Holders Units until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital 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. Notwithstanding the provisions of Section 6.2 above, but subject to the prior allocation of income, gain, deduction and loss under paragraph (a) above and to the terms of any Partnership Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, in the event that, due to distributions with respect to Common Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balance of any present or former Holder of LTIP Units, to the extent attributable to the Holder’s ownership of LTIP Units, exceeds the Partnership Unit Economic Balance in existence at target balance specified above, then Liquidating Losses shall be allocated to such Holder to the time such LTIP Unit was issuedextent necessary to reduce or eliminate the disparity. In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.3(b), Net Income and Net Loss shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated (subject to any prior allocation of Net Income or Net Loss otherwise provided for). For this purpose, “Liquidating Capital Gains” means any net capital gains gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets Assets under Section 704(bparagraph (b) of the Codedefinition of “Gross Asset Value.” Similarly, “Liquidating Losses” means any net capital loss realized in connection with any such event. The “Economic Capital Account Balances” of the Holders of LTIP Holders Units will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Common Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.3(b), divided by (ii) the number of the General Partner’s Partnership Common Units. Any such allocations shall be made among the holders of LTIP Holders Units in proportion to the amounts required to be allocated to each under this Section 5.1(e6.3(b). The parties agree that the intent of this Section 5.1(e6.3(b) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Common Units has increased (on a per-Unit basis unit basis), but only if and to the extent that the Partnership has recognized cumulative net gains with respect to its assets since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 5.01(a) & (b) above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership OP Unit Economic Balance exceeds the Partnership OP Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders Unit holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e5.01(g), divided by (ii) the number of the General Partner’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e5.01(g). The parties agree that the intent of this Section 5.1(e5.01(g) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s OP Units (on a per-Unit basis), but only if and to the extent that the Capital Account balance associated with the General Partner’s Partnership OP Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 5.01(a) & (b) above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership OP Unit Economic Balance exceeds the Partnership OP Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders Unit holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e5.01(g), divided by (ii) the number of the General Partner’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e5.01(g). The parties agree that the intent of this Section 5.1(e5.01(g) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s OP Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.1.A, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Class A Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains that are or would be realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the CodeCode made pursuant to Section 1.D of Exhibit B of the Partnership Agreement. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Class A Common Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Class A Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e)6.1.E, but prior to the realization of any Liquidating Gains, divided by (ii) the number of the General Partner’s Partnership Class A Common Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e). 6.1.E. The parties agree that the intent of this Section 5.1(e) 6.1.E is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s Class A Common Units (on a per-Unit basis), but only if and provided that Liquidating Gains are of a sufficient magnitude to do so upon a sale of all or substantially all of the assets of the Partnership, or upon an adjustment to the extent Partners’ Capital Accounts pursuant to Section 1.D of Exhibit B. The Partnership and the Capital Account balance associated Partners intend that each LTIP Unit qualify as a profits interest within the meaning of Revenue Procedures 93-27 and 2001-43 and all provisions of this Agreement shall be interpreted consistently with such intent as determined by the General Partner in its sole discretion; provided, however, that neither the General Partner nor the Partnership shall have liability to a recipient of LTIP Units under any circumstances as a result of such LTIP Unit not so qualifying. In accordance with the foregoing, the General Partner’s Partnership Partner may in its sole discretion adjust or limit aggregate allocations of Liquidating Gains made to LTIP Units has increased on a per-Unit basis since the issuance in each taxable year of the relevant LTIP UnitPartnership such that they are no greater than the excess (if any) of (x) the total amount of the Partnership’s items of book income and gain (as determined for purposes of maintaining Capital Accounts) for such year, over (y) the total amount of the Partnership’s items of book loss, deduction, and expense (as determined for purposes of maintaining Capital Accounts) for such year.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.02 above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided provided, that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership OP Unit Economic Balance equals or exceeds the Partnership OP Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Code Section 704(b) of the Code). The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.03(c) (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.04(b)), divided by (ii) the number of the General Partner’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e6.03(c). The parties agree that the intent of this Section 5.1(e6.03(c) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s OP Units (on a per-OP Unit/LTIP Unit basis), but only if and . The General Partner shall be permitted to interpret this Section 6.03(c) or to amend this Agreement to the extent the Capital Account balance associated necessary and consistent with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unitthis intention.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.2 above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership OP Unit Economic Balance equals or exceeds the Partnership OP Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Code Section 704(b) of the Code). The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.3.C (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.4.B), divided by (ii) the number of the General Partner’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e). 6.3.C. The parties agree that the intent of this Section 5.1(e) 6.3.C is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner’s OP Units (on a per-OP Unit/LTIP Unit basis), but only if and to the extent that the Capital Account balance associated with the General Partner’s Partnership OP Units has remained the same or increased on a per-OP Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.2 above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Membership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to Units (the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued“Target Balance”). For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the PartnershipCompany, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership Company assets under Code Section 704(b) of the Code). The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Member Minimum Gain or Company Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership Membership Common Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General PartnerManaging Member, plus the amount of the General PartnerManaging Member’s share of any Partner Nonrecourse Debt Member Minimum Gain or Partnership Company Minimum Gain, in either case to the extent attributable to the General PartnerManaging Member’s ownership of Partnership Membership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.3.F (including any expenses of the Company reimbursed to the Managing Member pursuant to Section 7.4.B), divided by (ii) the number of General Partnerthe Managing Member’s Partnership Membership Common Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e). 6.3.F. The parties agree that the intent of this Section 5.1(e) 6.3.F is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Managing Member’s Membership Common Units (on a per-Membership Common Unit/LTIP Unit basis), but only if and . The Managing Member shall be permitted to interpret this Section 6.3.F or to amend this Agreement to the extent the Capital Account balance associated necessary and consistent with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unitthis intention.

Special Allocations Regarding LTIP Units. Subject Notwithstanding any other provisions of this Sections 5.01 and after giving effect to the terms of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnspecial allocations in Sections 5.01(b)(i), any 5.01(b)(ii) and 5.01(c), Liquidating Capital Gains Gain shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains Gain will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership OP Unit Economic Balance exceeds the Partnership OP Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders Unit holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units. Similarly, the The “Partnership OP Unit Economic Balance” shall mean (i) the aggregate Capital Account Balance of balance attributable to the General PartnerOP Units outstanding, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e5.01(b)(iii), divided by (ii) the number of General Partner’s Partnership UnitsOP Units outstanding. Any such allocations made pursuant to the first sentence of this Section 5.01(b)(iii) shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e5.01(b)(iii). The parties agree that the intent of this Section 5.1(e5.01(b)(iii) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership OP Units outstanding (on a per-Unit basis), but only if and to the extent that the Capital Account balance associated with the General Partner’s Partnership OP Units outstanding, without regard to the allocations under this Section 5.01(b)(iii), has increased on a per-Unit basis since the issuance of the relevant LTIP Unit. Any remaining Liquidating Gain not allocated pursuant to this Section 5.01(b)(iii) shall be included in the calculation of Net Income or Net Loss and will be allocated pursuant to Section 5.01(a).

Special Allocations Regarding LTIP Units. Subject Notwithstanding the provisions of Section 6.2 above, but subject to the prior allocation of income, gain, deduction and loss under paragraph (a) above and to the terms of any Partnership Units Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, any Liquidating Capital Gains occurring at a Book-up Event shall first be allocated to the Holders of LTIP Holders Units until the Economic Capital Account Balances Balance of each such holdersLTIP Unitholder, to the extent attributable to their his or her ownership of LTIP UnitsUnits (determined without reduction for Tax Distributions made to such LTIP Unitholder), are is equal to (i) the then Partnership Common Unit Economic Balance, multiplied by (ii) the number of his or her LTIP Units; provided that no Units (the date on which sufficient Liquidating Gains and other income have been so allocated to an LTIP Unitholder to achieve such Liquidating Capital Gains will be allocated equality is referred to as the “LTIP Equalization Date” with respect to any particular such LTIP Unit unless and to Unitholder’s LTIP Units). To the extent that the Partnership Unit Economic Balance exceeds has gross income for any period (as computed for book purposes) prior to the occurrence of the LTIP Equalization Date with respect to an LTIP Unitholder’s LTIP Units, other than gross income attributable to Liquidating Gains and Depreciation recapture, such income (including items of gross income if necessary) shall first be allocated to such LTIP Unitholder to the extent of its distributions from the Partnership Unit Economic Balance in existence (other than distributions attributable to Liquidating Gains and Tax Distributions), if any, with respect to such period (without any double counting of income allocations). LTIP Unitholders who wish to elect to be “Special Allocation LTIP Unitholders” must sign an election at the time of the grant of such LTIP Units, and their LTIP Units shall be referred to as “Special Allocation LTIP Units.” The failure to so elect shall result in the LTIP Units issued to an LTIP Unitholder on any LTIP Unit was issuedgrant to be other than Special Allocation LTIP Units. For this purposeSuch Special Allocation LTIP Unitholders, “Liquidating Capital Gains” means net capital gains realized in connection with and the actual or hypothetical sale number of all or substantially all of the assets of the Partnershiptheir Special Allocation LTIP Units, including but not limited to net capital gain realized in connection with an adjustment shall be listed on Schedule 6.3. Prior to the Carrying Value LTIP Equalization Date with respect to all LTIP Unitholders, Liquidating Gains attributable to the appreciation in value of a Partnership asset occurring after the Partnership assets under Section 704(bgrant of LTIP Units to LTIP Unitholders (other than those occurring at a Book-up Event) of the Code. The “Economic Capital Account Balances” of the shall be allocated as follows: (i) first, such Liquidating Gains shall be allocated to LTIP Holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case Unitholders to the extent attributable of their respective Percentage Interests of such Liquidating Gains (regardless of whether any portion thereof is distributed to the Partners under Section 5.1) until the LTIP Equalization Date has occurred with respect to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number balance of General Partner’s Partnership Units. Any such allocations Liquidating Gains remaining, if any, shall be made allocated to Special Allocation LTIP Unitholders until the LTIP Equalization Date has occurred with respect to their LTIP Units, and (iii) the balance of any such Liquidating Gains remaining, if any, shall be allocated among the Special Allocation LTIP Holders Unitholders and the holders of Common Units who are not LTIP Unitholders, pro rata, in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unittheir respective Percentage Interests.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.02 above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to Units (the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued“Target Balance”). For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Code Section 704(b) of the Code). The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.03(c) (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.04(b)), divided by (ii) the number of the General Partner’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e6.03(c). The parties agree that the intent of Liquidating Gain allocated to an LTIP Unitholder under this Section 5.1(e6.03(c) is will be attributed to make specific LTIP Units of such LTIP Unitholder for purposes of determining (i) allocations under this Section 6.03(c), (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unitholder’s Capital Account balance associated and (iii) the ability of such LTIP Unitholder to convert specific LTIP Units into OP Units. Such Liquidating Gain allocated to such LTIP Unitholder 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 General 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. For purposes of the previous sentence, “Book-Up Target” for an LTIP Unit means (i) initially, the OP Unit Economic Balance as determined on the date such LTIP Unit was granted and (ii) thereafter, the remaining amount, if any, required to be economically equivalent allocated to such LTIP Unit for the Economic Capital Account balance associated with Balance of the Partnership Units (on a per-Unit basis)holder of such LTIP Unit, but only if and to the extent attributable to such LTIP Unit, to be equal to the OP Unit Economic Balance. After giving effect to the special allocations set forth above, if, due to distributions with respect to OP Units in which an LTIP Unit does not participate, forfeitures or otherwise, the Economic Capital Account balance associated with Balance of any present or former LTIP Unitholder attributable to such LTIP Unitholder’s LTIP Units, exceeds the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.Target

Special Allocations Regarding LTIP Units. Subject (i) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 6.3(b), Net Income and Net Loss shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated (subject to any prior allocation of Net Income or Net Loss otherwise provided for). (ii) Notwithstanding the provisions of Section 6.2 above, after giving effect to the special allocations set forth in Sections 6.3(c)(i)-(iv), and the allocations of Net Income under Section 6.2(a)(i)1 (including, for the avoidance of doubt, Liquidating Gains that are a component of Net Income), and subject to the prior allocation of income, gain, deduction and loss under the terms of any Partnership Units Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, but before allocations of Net Income are made under Section 6.2(a)(i)2, any remaining Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersLTIP Unitholders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (with respect to each LTIP Unitholder, the “Target Balance”). Any such allocations of Liquidating Gain shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.3(b). (iii) Liquidating Gain allocated to an LTIP Unitholder under this Section 6.3(b) will be attributed to specific LTIP Units of such LTIP Unitholder for purposes of determining (i) allocations under this Section 6.3(b), (ii) the effect of the forfeiture or conversion of specific LTIP Units on such LTIP Unitholder’s Economic Capital Account Balance and (iii) the ability of such LTIP Unitholder to convert specific LTIP Units into Common Units. Such Liquidating Gain will be attributed to LTIP Units 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 such category, Liquidating Gain will be allocated serially (i.e., entirely to the first unit in the category, then entirely to the next unit in the category, and so on, until a full allocation is made to the last unit in the category) in the order of smallest Book Up Target to largest Book Up Target until the Economic Capital Account Balance of such LTIP Unitholder attributable to such LTIP Unitholder’s ownership of each LTIP Unit in the category is equal to the Partnership Common Unit Economic Balance. (iv) Notwithstanding the provisions of Section 6.2 above, but subject to the prior allocation of income, gain, deduction and loss under paragraph (a) above and to the terms of any Partnership Unit Designation in respect of any class of Partnership Interests ranking senior to the LTIP Units with respect to return of capital or any preferential or priority return, in the event that, due to distributions with respect to Common Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balance of any present or former LTIP Unitholder, to the extent attributable to the LTIP Unitholder’s ownership of LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such LTIP Unitholder, or, at the election of the General Partner, Liquidating Gains shall be allocated to the other Holders, to the extent necessary to reduce or eliminate the disparity; provided provided, however, that no if Liquidating Losses and Liquidating Gains are insufficient to completely eliminate all such disparities, any such Liquidating Losses shall be allocated among the LTIP Unitholders as reasonably determined by the General Partner. (v) If an LTIP Unitholder forfeits any LTIP Units to which Liquidating Gain has previously been allocated under this Section 6.3(b) the Capital Account associated with such forfeited LTIP Units will be re-allocated to that LTIP Unitholder’s remaining LTIP Units that were outstanding on the date of the initial allocation of such Liquidating Gain using a methodology similar to that described in Section 6.3(b)(iii) above to the extent necessary to cause such LTIP Unitholder’s Economic Capital Account Balance attributable to each LTIP Unit to equal the Partnership Common Unit Economic Balance. To the extent such Liquidating Gains are not re-allocated in accordance with the forgoing, such Liquidating Gains will be allocated with respect to any particular forfeited and the LTIP Unit unless and to the extent that the Partnership Unit Unitholder’s Economic Capital Account Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. will be reduced accordingly. (vi) For this purpose, “Liquidating Capital Gains” means any net capital gains gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the LTIP Holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Unit Economic Balance” shall mean (i) the Capital Account Balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.Partnership

Special Allocations Regarding LTIP Units. Subject (i) After giving effect to the terms special allocations set forth in Section 1 of any Partnership Units ranking senior Exhibit C hereto, and notwithstanding the provisions of Sections 6.1.A and 6.1.B above, but subject to the LTIP Units with respect to return prior allocation of capital or any preferential or priority returnincome and gain under Subsections 6.1.A(i) and (ii) above, any remaining Liquidating Capital Gains shall first be allocated to the holders of LTIP Holders Units until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Class A Common Unit Economic Balance, multiplied by (ii) the number of their LTIP UnitsUnits (the “Target Balance”); provided that provided, that, no such Liquidating Capital 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 Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time issuance of such LTIP Unit was issued. For Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. (ii) Liquidating Gain allocated to an LTIP Unitholder under this purposeSection 6.1.E will be attributed to specific LTIP Units of such LTIP Unitholder for purposes of determining (a) allocations under this Section 6.1.E, “Liquidating Capital Gains” means net capital gains realized in connection with (b) the actual or hypothetical sale of all or substantially all effect of the assets forfeiture or conversion of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of the Partnership assets under Section 704(b) of the Code. The “specific LTIP Units on such LTIP Unitholder’s Economic Capital Account Balances” Balance and (c) the ability of the such LTIP Holders Unitholder to convert specific LTIP Units into Class A Common Units. Such Liquidating Gain will be equal attributed to their Capital Account balancesLTIP Units in the following order: (1) first, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain to Vested LTIP Units held for more than two years, (2) second, to Vested LTIP Units held for two years or Partnership Minimum Gainless, in either case (3) third, to Unvested LTIP Units that have remaining vesting conditions that only require continued employment or service to the extent attributable Initial Member, Company 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 their ownership latest vesting), and (4) fourth, to other Unvested LTIP Units (with such Liquidating Gains being attributed in order of LTIP Unitsissuance from earliest issued to latest issued). SimilarlyWithin each such category, Liquidating Gain will be allocated serially (i.e., entirely to the “Partnership Unit first unit in the category, then entirely to the next unit in the category, and so on, until a full allocation is made to the last unit in the category) in the order of smallest Book-Up Target to largest Book-Up Target until the Economic Balance” shall mean (i) the Capital Account Balance of such LTIP Unitholder attributable to such LTIP Unitholder’s ownership of each LTIP Unit in the General Partnercategory is equal to the Class A Common Unit Economic Balance; provided, plus however, that if there is not sufficient Liquidating Gain for the Economic Capital Account Balance of such LTIP Unitholder attributable to such LTIP Unitholder’s ownership of each LTIP Unit to be equal to the Class A Common Unit Economic Balance and the Book-Up Target for any LTIP Unit is less than the amount required to be allocated to the LTIP Unit for the Economic Capital Account attributable to the LTIP Unit to equal the Class A Common Unit Economic Balance, then Liquidating Gains shall be allocated pursuant to the waterfall set forth in 6.1.E(ii), clauses (1)-(4) above until the Book-Up Target of each such LTIP Unit in each category has been reduced to zero and, thereafter, any remaining Liquidating Gain shall be further allocated pursuant to such waterfall until the General PartnerEconomic Capital Account Balance of an LTIP Unitholder attributable to such LTIP Unitholder’s share ownership of each LTIP Unit in the category is equal to the Class A Common Unit Economic Balance. (iii) After giving effect to the special allocations set forth in Section 1 of Exhibit C hereto, and notwithstanding the provisions of Sections 6.1.A and 6.1.B above, in the event that, due to distributions with respect to Class A Common Units in which the LTIP Units do not participate or otherwise, the Economic Capital Account Balance of any Partner Nonrecourse Debt Minimum Gain present or Partnership Minimum Gainformer holder of LTIP Units, in either case to the extent attributable to the General Partnerholder’s ownership of Partnership LTIP Units, exceeds the Target Balance, the amount of such excess shall be reallocated to such LTIP Unitholder’s remaining LTIP Units to the same extent and computed on in the same manner as would apply pursuant to Section 6.1.E(iv) below in the event of a hypothetical basis after taking into account forfeiture of LTIP Units. To the extent such excess may not be reallocated, any remaining Liquidating Losses shall be allocated to such LTIP Unitholder to the extent necessary to reduce or eliminate the disparity; provided, however, that if Liquidating Losses are insufficient to completely eliminate all allocations through such disparities, such losses shall be allocated among the date on LTIP Unitholders as reasonably determined by the Company. (iv) If an LTIP Unitholder forfeits any LTIP Units to which any allocation is made Liquidating Gain has previously been allocated under this Section 5.1(e)6.1.E, divided by (iithe Capital Account associated with such forfeited LTIP Units will be reallocated to that LTIP Unitholder’s remaining LTIP Units using a methodology similar to that described in Section 6.1.E(ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion above to the amounts required extent necessary to be allocated cause such LTIP Unitholder’s Economic Capital Account Balance attributable to each LTIP Unit to equal the Class A Common Unit Economic Balance. (v) In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 5.1(e). 6.1.E, Net Income allocable under Section 6.1.A(iv) and (vi) and any Net Losses shall be recomputed by excluding the Liquidating Gains or Liquidating Losses so allocated. (vi) The parties agree that the intent of this Section 5.1(e) 6.1.E is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Initial Member’s Class A Common Units (on a per-per Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on that Liquidating Gains are of a per-Unit basis since the issuance sufficient magnitude to do so upon an actual or hypothetical sale of all or substantially all of the relevant LTIP Unitassets of the Company or upon an adjustment to the Members’ Capital Accounts pursuant to Section 1.

Special Allocations Regarding LTIP Units. Subject (i) Notwithstanding the provisions of Section 6.2 above, after giving effect to the terms of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnallocations in Sections 6.3(a)(i) through (v) and Sections 6.2(a)(i)(A) through (C), any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units (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 pursuant to this Section 6.3(c); provided, however, that unless otherwise specified by the General Partner in the grant of specific LTIP Units; provided that , no such Liquidating Capital 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 Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time issuance of such LTIP Unit was issuedUnit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Code Section 704(b) of the Code). The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.3(c) (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.4(b)), divided by (ii) the number of the General Partner’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e6.3(c). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.2 above, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Units holders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership OP Unit Economic Balance equals or exceeds the Partnership OP Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “"Liquidating Capital Gains” " means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Section 704(b) of the Code. The “"Economic Capital Account Balances” " of the LTIP Holders Unit holders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership "OP Unit Economic Balance” " shall mean (i) the Capital Account Balance balance of the General Partner, plus the amount of the General Partner’s 's share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s 's ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.3.C (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.4.B), divided by (ii) the number of the General Partner’s Partnership 's OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e). 6.3.C. The parties agree that the intent of this Section 5.1(e) 6.3.C is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership General Partner's OP Units (on a per-Unit basis), but only if and to the extent that the Capital Account balance associated with the General Partner’s Partnership 's OP Units has remained the same or increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Special Allocations Regarding LTIP Units. Subject to Notwithstanding the terms provisions of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnSection 6.1.A, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the their Economic Capital Account Balances of such holdersBalances, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership Class A Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains that are or would be realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value value of the Partnership assets under Section 704(b) of the Code. Code made pursuant to Section 1.D of Exhibit B. The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units. Similarly, the “Partnership Class A Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General PartnerParent, plus the amount of the General PartnerParent’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General PartnerParent’s ownership of Partnership Class A Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e)6.1.E, but prior to the realization of any Liquidating Gains, divided by (ii) the number of General Partnerthe Parent’s Partnership Class A Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e). 6.1.E. The parties agree that the intent of this Section 5.1(e) 6.1.E is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Parent’s Class A Units (on a per-Unit basis), but only if and provided that Liquidating Gains are of a sufficient magnitude to do so upon a sale of all or substantially all of the assets of the Partnership, or upon an adjustment to the extent Partners’ Capital Accounts pursuant to Section 1.D of Exhibit B. The Partnership and the Capital Account balance associated Partners intend that each LTIP Unit qualify as a profits interest within the meaning of Revenue Procedures 93-27 and 2001-43 and all provisions of this Agreement shall be interpreted consistently with such intent as determined by the General Partner in its sole discretion; provided, however, that none of the General Partner’s , the Parent, and the Partnership shall have liability to a recipient of LTIP Units has increased on under any circumstances as a per-result of such LTIP Unit basis since not so qualifying. In accordance with the issuance foregoing, the General Partner may in its sole discretion adjust or limit aggregate allocations of Liquidating Gains made to LTIP Units in each taxable year of the relevant LTIP UnitPartnership such that they are no greater than the excess (if any) of (x) the total amount of the Partnership’s items of book income and gain (as determined for purposes of maintaining Capital Accounts) for such year, over (y) the total amount of the Partnership’s items of book loss, deduction, and expense (as determined for purposes of maintaining Capital Accounts) for such year.

Special Allocations Regarding LTIP Units. Subject Notwithstanding the provisions of Section 6.02 above, after giving effect to the terms of any Partnership Units ranking senior to the LTIP Units with respect to return of capital or any preferential or priority returnallocations set forth in Sections 6.03(a) and 6.03(b) hereof, any Liquidating Capital Gains shall first be allocated to the LTIP Holders Unitholders until the Economic Capital Account Balances of such holdersHolders, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Partnership OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Capital Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that the Partnership Unit Economic Balance exceeds the Partnership Unit Economic Balance in existence at the time such LTIP Unit was issued. For this purpose, “Liquidating Capital Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of the Partnership assets under Code Section 704(b) of the Code). The “Economic Capital Account Balances” of the LTIP Holders Unitholders will be equal to their Capital Account balances, plus the amount of their shares of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case balances to the extent attributable to their ownership of LTIP Units, plus the amount of their allocable share of any Partner Minimum Gain or Partnership Minimum Gain attributable to such LTIP Units. Similarly, the “Partnership OP Unit Economic Balance” shall mean (i) the Capital Account Balance balance of the General PartnerParent, plus the amount of the General PartnerParent’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General PartnerParent’s ownership of Partnership OP Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e6.03(c) (including, without limitation, any expenses of the Partnership reimbursed to the General Partner pursuant to Section 7.04(b)), divided by (ii) the number of General Partnerthe Parent’s Partnership OP Units. Any such allocations shall be made among the LTIP Holders Unitholders in proportion to the amounts required to be allocated to each under this Section 5.1(e6.03(c). The parties agree that the intent of this Section 5.1(e6.03(c) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Parent’s OP Units (on a per-OP Unit/LTIP Unit basis), but only if and . The General Partner shall be permitted to interpret this Section 6.03(c) or to amend this Agreement to the extent the Capital Account balance associated necessary and consistent with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unitthis intention.