Common use of Special Allocations with Respect to LTIP Units Clause in Contracts

Special Allocations with Respect to LTIP Units. After giving effect to the special allocations set forth in Section 1 of Exhibit C hereto and Section 6.1.E above, and notwithstanding the provisions of Sections 6.1.A and 6.1.B above, but subject to the prior allocation of income and gain under Subsections 6.1.A(i) through (vi) above, any Liquidating Gains shall first be allocated to the holders of LTIP 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 Class A Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. 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 Balance of any present or former holder of LTIP Units, to the extent attributable to the holder’s ownership of LTIP Units, exceeds 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.F, Net Income allocable under the remaining Subsections of Section 6.1.A (i.e. Subsections 6.1.A(vii) and after) and any Net Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Gains” means any net capital gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including any Liquidating Transaction), including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets under Section 1.D of Exhibit B of this Agreement. 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 Units will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Class A 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 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 6.1.F, divided by (ii) the number of the General Partner’s Class A Units. Any such allocations shall be made among the holders of LTIP Units in proportion to the amounts required to be allocated to each under this Section 6.1.F. The parties agree that the intent of this Section 6.1.F is to make the Capital Account balance associated with each LTIP Unit economically equivalent to the Capital Account balance associated with the General Partner’s Class A Units (on a per-unit

Special Allocations with Respect to LTIP Units. After giving effect to the special allocations set forth in Section 1 of Exhibit C hereto and Section 6.1.E aboveSections 7.3(A) through 7.3(J) hereof, and notwithstanding the provisions of Sections 6.1.A 7.1 and 6.1.B 7.2 above, but subject to the prior allocation of income and gain Profits under Subsections 6.1.A(i) through (vi) Section 7.1 above, any Liquidating Gains shall first be allocated to the holders of LTIP 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 Class A OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless unless, and such allocations, if any, shall be made only to the extent that that, such Liquidating Gains, when aggregated with other Liquidating Gains realized by holders of LTIP Units since the issuance of such LTIP Unit, 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 heretoSections 7.3(A) through 7.3(K) hereof, and notwithstanding the provisions of Sections 6.1.A 7.1 and 6.1.B 7.2 above, in the event that, due to distributions with respect to Class A OP 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 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.F, Net Income allocable under the remaining Subsections of Section 6.1.A (i.e. Subsections 6.1.A(vii) and after) and any Net Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Gains” means any net capital gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any Liquidating Transactionevent of liquidation of the Partnership), including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of Partnership assets under the definition of Gross Asset Value in Section 1.D of Exhibit B 2 of this Agreement. 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 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 “Class A 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 Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Class A 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.F7.3(K), divided by (ii) the number of the General Partner’s Class A OP Units. Any such allocations shall be made among the holders of LTIP Units in proportion to the amounts required to be allocated to each under this Section 6.1.F. 7.3(K). The parties agree that the intent of this Section 6.1.F 7.3(K) is to make the Capital Account balance associated with each LTIP Unit economically equivalent to the Capital Account balance associated with the General Partner’s Class A OP Units (on a per-unitunit basis), but only if the Partnership has sufficient cumulative net Liquidating Gains with respect to its assets since the issuance of the relevant LTIP Unit. The General Partner may make additional or corrective allocations to the extent necessary to achieve this intent.

Special Allocations with Respect to LTIP Units. In the event that Liquidating Gains are allocated under this Section 8(b), Profit, Loss and depreciation and amortization expenses of the Partnership allocable under Section 5.01(a) of the Agreement to Partners other than Class A Partners shall be recomputed without regard to the Liquidating Gains so allocated. This Section 8(b) shall not affect any allocations to Class A Partners. After giving effect to the special allocations set forth in Section 1 Sections 5.01(b), 5.01(c) and 5.01(d) of Exhibit C hereto the Agreement and Section 6.1.E aboveSections 8(c) and 8(d) hereof, and notwithstanding the provisions of Sections 6.1.A Section 5.01(a) of the Agreement (except insofar as they allocate Profit, Loss and 6.1.B abovedepreciation and amortization expenses of the Partnership to Class A Partners), but subject to the prior allocation of income and gain under Subsections 6.1.A(i) through (vi) above, any recalculated Liquidating Gains shall first be allocated to the holders of LTIP Eligible Units until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Eligible Units, are equal to (i) the Class A REIT Share Economic Target (with respect to LTIP Units other than Performance LTIP Units prior to their conversion) and/or Performance LTIP Unit Economic BalanceValue (with respect to Performance LTIP Units prior to their conversion), multiplied by (ii) the number of their Eligible Units. In addition, if any Capital Account balance attributable to a Performance LTIP Units; provided that no such Unit exceeds the applicable Performance LTIP Unit Value, and Liquidating Gains will Losses are available to 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. 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 Balance of any present or former a holder of LTIP Units, then such ​ Liquidating Losses shall be allocated to each holder of such a Performance LTIP Unit until each such holder’s Capital Account, to the extent attributable to the such holder’s ownership of Performance LTIP Units, exceeds is equal (on a per-unit basis) to the target balance specified aboveapplicable Performance LTIP Unit Value. For purposes of the foregoing allocations, then Liquidating Losses shall be allocated to such holder (i) unless and 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.F, Net Income allocable under the remaining Subsections of Section 6.1.A (i.e. Subsections 6.1.A(vii) and after) and any Net Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Gains” means any net capital gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including any Liquidating Transaction), including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets under Section 1.D of Exhibit B of this Agreement. 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 Units will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Class A Unit Economic Balance” shall mean (i) the Capital Account balance of otherwise determined by the General Partner, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case calculations shall be made separately with respect to the extent attributable to the General Partner’s ownership of Class A Eligible Units, including Eligible Units that are Performance LTIP Units with different Performance LTIP Unit Values, 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.F, divided by (ii) the number of the General Partner’s Class A Units. Any any such allocations shall be made among the holders of LTIP Units in proportion to the amounts required to be allocated to each relevant holder under this Section 6.1.F. 8(b). The parties agree that the intent of this Section 6.1.F 8(b) is to make the Capital Account balance associated balances of the holders of LTIP Units with each respect to their LTIP Unit Units economically equivalent to the Capital Account balance associated with the General Partner’s Class A Units (on a per-unitunit basis) to the applicable REIT Share Economic Target or Performance LTIP Unit Value (calculated in each case using the REIT Share Value on the date as of which such special allocation under this Section 8(b) is being made), but only to the extent the Partnership has recognized cumulative gains (calculated in the same manner as is applicable to calculating Liquidating Gains) with respect to its assets since the issuance of the relevant LTIP Unit. Notwithstanding the foregoing, (i) the special allocations of Liquidating Gains and Losses pursuant to the preceding provisions of this Section 8(b) shall cease to apply to any Eligible Unit (other than a Performance LTIP Unit prior to its conversion) once such Eligible Unit has met the LTIP Unit Redemption Threshold and any Post-Conversion Period Performance LTIP Unit once it becomes a Post-Conversion Period Performance LTIP Unit, and (ii) the General Partner may adjust future allocations with respect to any holder of a Post-Conversion Period Performance LTIP Unit in any manner it determines in its sole discretion necessary or convenient to cause the Capital Account balance of such holder to (x) equal the balance that would have obtained had no allocations of Liquidating Gains or Liquidating Losses been made with respect to such Post-Conversion Period Performance LTIP Unit pursuant to the preceding provisions of this Section 8(b), and (y) otherwise equitably reflect the intended economic entitlements of such holder. The allocations set forth in this Section 8(b) shall be taken into account for determining the Capital Account of each Partner, including for purposes of Section 5.06(a) of the Agreement.

Special Allocations with Respect to LTIP Units. After giving effect to the special allocations set forth in Section 1 of Exhibit C hereto and Section 6.1.E abovehereto, and notwithstanding the provisions of Sections 6.1.A and 6.1.B above, but subject to the prior allocation of income and gain under Subsections clauses 6.1.A(i) through (viv) above, any Liquidating Gains shall first be allocated to the holders of LTIP Units and Class O LTIP Units until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Units and Class O LTIP Units, are equal to (A) (i) the Class A Unit Economic Balance, multiplied by (ii) the sum of (1) the number of their LTIP Units and (2) the number of Class A Units into which their Class O LTIP Units would then be convertible, assuming for such purpose that such Class O LTIP Units were Vested Class O LTIP Units plus (B) with respect to Special LTIP Units and/or Class O LTIP Units, the aggregate net amount of Net Income and Net Loss allocated to such Special LTIP Units and/or Class O LTIP Units prior to the Distribution Participation Date with respect to such Special LTIP Units and/or Class O LTIP Units less the amount of any Special LTIP Unit Distributions and/or Class O LTIP Distributions with respect to such Special LTIP Units and/or Class O LTIP Units; provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit and/or Class O 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 and/or Class O LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit and/or Class O 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 and/or Class O LTIP Units do not participate participate, a revaluation of assets pursuant to Exhibit B, or otherwise, the Economic Capital Account Balance of any present or former holder of LTIP Units and/or Class O LTIP Units, to the extent attributable to the holder’s ownership of LTIP Units and/or Class O LTIP Units, exceeds 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 or Section 6.1.F, Net Income allocable under the remaining Subsections of Section 6.1.A (i.e. Subsections 6.1.A(vii) and afterclause 6.1.A(vi) and any Net Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Gains” means any net capital gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including any Liquidating Transaction)Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets under Section 1.D of Exhibit B of to this Agreement. 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 Units and/or Class O LTIP Units will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units and/or Class O LTIP Units. Similarly, the “Class A 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 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 6.1.F6.1.E, divided by (ii) the number of the General Partner’s Class A Units. Any such allocations shall first be made among the holders of LTIP Units in proportion to the amounts required to be allocated to each under this Section 6.1.F. 6.1.E and next to the holders of Class O LTIP Units in proportion to the amounts required to be allocated to each under this Section 6.1.E. The parties agree that the intent of this Section 6.1.E and Section 6.1.F is to make the Capital Account balance associated with (x) each LTIP Unit economically equivalent to the Capital Account balance associated with one of the General Partner’s Class A Units and (y) each Class O LTIP Unit economically equivalent to the Capital Account balance associated with a number of Class A Units of the General Partner equal to the number of Class A Units (or fractions thereof), if any, into which such Class O LTIP Unit would then be convertible, assuming for such purpose that such Class O LTIP Unit was a Vested Class O LTIP Unit (in each case, on a per-unitunit basis and, with respect to Special LTIP Units and/or Class O LTIP Units, other than differences resulting from the allocation of Net Income and Net Loss to Special LTIP Units and/or Class O LTIP Units prior to the Distribution Participation Date with respect to such Units pursuant to Section 3 of Exhibit F-1 or Exhibit F-2, as applicable, in excess of the amount of Special LTIP Unit Distributions or Class O LTIP Units paid with respect thereto), but only if the Partnership has recognized cumulative net gains with respect to its assets since the issuance of the relevant LTIP Unit and/or Class O LTIP Units.”

Special Allocations with Respect to LTIP Units. In the event that Liquidating Gains are allocated under this Section 8(b), Profit, Loss and depreciation and amortization expenses of the Partnership allocable under Section 5.01(a) of the Agreement to Partners other than Class A Partners shall be recomputed without regard to the Liquidating Gains so allocated. This Section 8(b) shall not affect any allocations to Class A Partners. After giving effect to the special allocations set forth in Section 1 Sections 5.01(b), 5.01(c) and 5.01(d) of Exhibit C hereto the Agreement and Section 6.1.E aboveSections 8(c) and 8(d) hereof, and notwithstanding the provisions of Sections 6.1.A Section 5.01(a) of the Agreement (except insofar as they allocate Profit, Loss and 6.1.B above, but subject depreciation and amortization expenses of the Partnership to the prior allocation of income and gain under Subsections 6.1.A(i) through (vi) aboveClass A Partners), any Liquidating Gains shall first be allocated to the holders of LTIP Eligible Units until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Eligible Units, are equal to (i) the Class A Unit REIT Share Economic BalanceTarget, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. 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 Balance of any present or former holder of LTIP Units, to the extent attributable to the holder’s ownership of LTIP Units, exceeds 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.F, Net Income allocable under the remaining Subsections of Section 6.1.A (i.e. Subsections 6.1.A(vii) and after) and any Net Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Gains” means any net capital gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including any Liquidating Transaction), including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets under Section 1.D of Exhibit B of this Agreement. 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 Units will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Class A 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 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 6.1.F, divided by (ii) the number of the General Partner’s Class A Eligible Units. Any such allocations shall be made among the holders of LTIP Eligible Units in proportion to the amounts required to be allocated to each under this Section 6.1.F. 8(b). The parties agree that the intent of this Section 6.1.F 8(b) is to make the Capital Account balance associated balances of the holders of LTIP Units with each respect to their LTIP Unit Units economically equivalent to the Capital Account balance associated with the General Partner’s Class A Units (on a per-unitunit basis) to the REIT Share Value on the date as of which such special allocation to this Section 8(b) is being made multiplied by the Conversion Factor, but only to the extent the Partnership has recognized cumulative net gains with respect to its assets since the issuance of the relevant LTIP Unit. The allocations set forth in this Section 8(b) shall be taken into account for determining the Capital Account of each Partner, including for purposes of Section 5.06(a) of the Agreement.

Special Allocations with Respect to LTIP Units. After giving effect to the special allocations set forth in Section 1 of Exhibit C hereto and Section 6.1.E aboveSections 7.3(A) through 7.3(J) hereof, and notwithstanding the provisions of Sections 6.1.A 7.1 and 6.1.B 7.2 above, but subject to the prior allocation of income and gain Profits to holders of Preferred Units under Subsections 6.1.A(i) through (vi) Section 7.1 above, any Liquidating Gains shall first be allocated to the holders of LTIP 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 Class A OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless unless, and such allocations, if any, shall be made only to the extent that that, such Liquidating Gains, when aggregated with other Liquidating Gains realized by holders of LTIP Units since the issuance of such LTIP Unit, 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 heretoSections 7.3(A) through 7.3(K) hereof, and notwithstanding the provisions of Sections 6.1.A 7.1 and 6.1.B 7.2 above, in the event that, due to distributions with respect to Class A OP 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 target balance specified above, then Liquidating Losses shall be allocated to such holder holder, or at the option of the General Partner, Liquidating Gains may be allocated to the other Partners, 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.F, Net Income allocable under the remaining Subsections of Section 6.1.A (i.e. Subsections 6.1.A(vii) and after) and any Net Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Gains” means any net capital gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any Liquidating Transactionevent of liquidation of the Partnership), including but not limited to net capital gain realized in connection with an adjustment to the Carrying Gross Asset Value of Partnership assets under Section 1.D of Exhibit B of this Agreement. 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 Units will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Class A 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 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 6.1.F, divided by (ii) the number of the General Partner’s Class A Units. Any such allocations shall be made among the holders of LTIP Units in proportion to the amounts required to be allocated to each under this Section 6.1.F. The parties agree that the intent of this Section 6.1.F is to make the Capital Account balance associated with each LTIP Unit economically equivalent to the Capital Account balance associated with the General Partner’s Class A Units (on a per-unitACTIVE/98509230.8

Special Allocations with Respect to LTIP Units. After giving effect to the special allocations set forth in Section 1 of Exhibit C hereto Sections 5.1(b), (d), (e), (f), (i) and Section 6.1.E above(j) hereof, and notwithstanding the provisions of Sections 6.1.A and 6.1.B above, but subject to the prior allocation of income and gain under Subsections 6.1.A(i) through (vi5.1(a) above, any Liquidating Gains shall first be allocated to the holders of LTIP Units until the Economic Capital Account Balances of such holdersPartners, to the extent attributable to their ownership of LTIP Units, are equal to (i) the Class A Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. After giving effect to the special allocations set forth in Section 1 of Exhibit C heretoSections 5.1(b), (d), (e), (f), (i) and (j) hereof, and notwithstanding the provisions of Sections 6.1.A and 6.1.B Section 5.1(a) 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 present or former holder of LTIP Units, to the extent attributable to the holder’s ownership of LTIP Units, exceeds 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.F, Net Income allocable under the remaining Subsections of Section 6.1.A (i.e. Subsections 6.1.A(vii) and after) and any Net Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Gains” means any net capital gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including any Liquidating Transaction)Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets under Section 1.D the definition of Exhibit B Carrying Value in Article 1 of this the Agreement. 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 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 “Class A Common 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 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 6.1.F5.1(k), divided by (ii) the number of the General Partner’s Class A Common Units. Any such allocations shall be made among the holders of LTIP Units in proportion to the amounts required to be allocated to each under this Section 6.1.F. 5.1(k). The parties agree that the intent of this Section 6.1.F 5.1(k) is to make the Capital Account balance associated with each LTIP Unit economically equivalent to the Capital Account balance associated with the General Partner’s Class A Common Units (on a per-unitunit basis), but only if the Partnership has recognized cumulative net gains with respect to its assets since the issuance of the relevant LTIP Unit.

Special Allocations with Respect to LTIP Units. In the event that Liquidating Gains are allocated under this Section ‎8‎(b), Profit, Loss and depreciation and amortization expenses of the Partnership allocable under Section 5.01(a) of the Agreement to Partners other than Class A Partners shall be recomputed without regard to the Liquidating Gains so allocated. This Section ‎8‎(b) shall not affect any allocations to Class A Partners. After giving effect to the special allocations set forth in Section 1 Sections 5.01(b), 5.01(c) and 5.01(d) of Exhibit C hereto the Agreement and Section 6.1.E aboveSections ‎8‎(c) and ‎8‎(d) hereof, and notwithstanding the provisions of Sections 6.1.A Section 5.01(a) of the Agreement (except insofar as they allocate Profit, Loss and 6.1.B above, but subject depreciation and amortization expenses of the Partnership to the prior allocation of income and gain under Subsections 6.1.A(i) through (vi) aboveClass A Partners), any Liquidating Gains shall first be allocated to the holders of LTIP Eligible Units until the Economic Capital Account Balances of such holders, to the extent attributable to their ownership of LTIP Eligible Units, are equal to (i) the Class A Unit REIT Share Economic BalanceTarget, multiplied by (ii) the number of their LTIP Units; provided that no such Liquidating Gains will be allocated with respect to any particular LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such LTIP Unit, exceed Liquidating Losses realized since the issuance of such LTIP Unit. 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 Balance of any present or former holder of LTIP Units, to the extent attributable to the holder’s ownership of LTIP Units, exceeds 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.F, Net Income allocable under the remaining Subsections of Section 6.1.A (i.e. Subsections 6.1.A(vii) and after) and any Net Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated. For this purpose, “Liquidating Gains” means any net capital gain realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including any Liquidating Transaction), including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets under Section 1.D of Exhibit B of this Agreement. 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 Units will be equal to their Capital Account balances, plus the amount of their shares of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly, the “Class A 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 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 6.1.F, divided by (ii) the number of the General Partner’s Class A Eligible Units. Any such allocations shall be made among the holders of LTIP Eligible Units in proportion to the amounts required to be allocated to each under this Section 6.1.F. ‎8‎(b). The parties agree that the intent of this Section 6.1.F ‎8‎(b) is to make the Capital Account balance associated balances of the holders of LTIP Units with each respect to their LTIP Unit Units economically equivalent to the Capital Account balance associated with the General Partner’s Class A Units (on a per-unitunit basis) to the REIT Share Value on the date as of which such special allocation to this Section ‎8‎(b) is being made multiplied by the Conversion Factor, but only to the extent the Partnership has recognized cumulative gains (calculated in the same manner as is applicable to calculating Liquidating Gains) with respect to its assets since the issuance of the relevant LTIP Unit. The allocations set forth in this Section ‎8‎(b) shall be taken into account for determining the Capital Account of each Partner, including for purposes of Section 5.06(a) of the Agreement.