Common use of Termination Amounts Clause in Contracts

Termination Amounts. (1) Upon a Termination and subject to Sections 5.1D(2) and 5.1F, the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2) Upon a Termination and subject to Section 5.1.F, the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (a) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of Listing. (b) If there is a subsequent Investment Liquidity Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination termination of the Advisory Agreement and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(e), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination termination of the Advisory Agreement and subject to Section 5.1.F5.1(e), the Special Limited Partner may elect to receive, in lieu of defer its right to receive the Termination Note, either:Amount until either a Listing or Investment Liquidation Event occurs. (aA) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner shall be entitled to receive the Termination Amount (in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), ) equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Advisory Agreement Termination Date and any Investments acquired after the Advisory Agreement Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Advisory Agreement Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Advisory Agreement Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Advisory Agreement Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the date of Listing. (bB) If there is a subsequent Investment Liquidity Liquidation Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner shall be entitled to receive the Termination Amount (in redemption of the Special Limited Partner Interest, ) payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (u) the fair market value (determined by appraisal as of the date of the Investment Liquidation Event) of Investments owned as of the Advisory Agreement Termination Date, minus (v) any Loans secured by such Investments owned as of the Advisory Agreement Termination Date, plus (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Liquidation Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering Offerings through the Advisory Agreement Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Liquidation Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Liquidation Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the date of the Investment Other Liquidity Event to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Advisory Agreement Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1i) Upon a Termination termination of the Advisory Agreement and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(e), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings an Offering through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination termination of the Advisory Agreement and subject to Section 5.1.F5.1(e), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Amount in the form of a Note, either: (aA) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner shall be entitled to receive the Termination Amount (in redemption of the Special Limited Partner Interest, ) payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Advisory Agreement Termination Date and any Investments acquired after the Advisory Agreement Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Advisory Agreement Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Advisory Agreement Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Advisory Agreement Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the date of Listing. (bB) If there is a subsequent Investment Liquidity Liquidation Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner shall be entitled to receive the Termination Amount (in redemption of the Special Limited Partner Interest, ) payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Liquidation Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering Offerings through the Advisory Agreement Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Liquidation Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Liquidation Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the date of the Investment Other Liquidity Event to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Advisory Agreement Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest Interest, payable in the form one or more distributions solely out of a Note Net Sales Proceeds (the “Termination NoteBase Promote”) ), equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination NoteBase Promote, either:. (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing AmountPromote”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity AmountPromote”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the date of Listing. (bB) If there is a subsequent Investment Liquidity Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest Interest, payable in the form one or more payments solely out of a Note Net Sales Proceeds (the “Termination NoteBase Promote”) ), equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination NoteBase Promote, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing AmountPromote”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity AmountPromote”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1) Upon a Termination and subject to Sections 5.1D(2) and 5.1F, the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination NoteAmount”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the Termination Date. The Termination Amount, which may be paid in the form of Class A REIT Shares, cash, a Note (a “Termination Note”), or any combination thereof, shall be paid from the net sale proceeds of each sale of an Investment that occurs after the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2) Upon a Termination and subject to Section 5.1.F, the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination NoteAmount, either: (a) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds net sale proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of Listing. (b) If there is a subsequent Investment Liquidity Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Sale Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns, in one or more distributions in redemption of the Special Limited Partner Interest in the form of and as evidenced by a Note (the “Termination Base Note”) ), equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination DateIncluded Assets, minus (2) any Loans debt secured by such InvestmentsInvestments as well as any unsecured debt of the General Partner, plus or minus (3) any working capital surplus or deficit of the General Partner, as applicable, plus (34) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (45) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2) Upon a Termination and subject to Section 5.1.F, the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (a) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase program) plus (2) the minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date. (ii) Upon a Termination and subject to Section 5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Base Note, either: (A) If there is a Listing subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns, in one or more distributions in redemption of the Special Limited Partner Interest and as evidenced by a Note (the “Termination Listing Note”), equal to 15% of the amount, if any, by which (1) the sum of (w) the Market Value, plus (x) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing), Listing on shares of Common Stock issued in Offerings through the Termination Date exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (z) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds distributions (the “Termination Liquidity AmountPromote”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included AssetsMarket Value, plus (yx) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), Date exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Initial Limited Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Initial Limited Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the Initial Limited Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Initial Limited Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the Initial Limited Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination DateIncluded Assets, minus (2) any Loans debt secured by such InvestmentsIncluded Assets as well as any secured or unsecured debt of the General Partner (computed on a consolidated basis), plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased or received shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Stockholders, in the aggregate, a Priority Return on the weighted average of the total Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the Termination Date; provided, however, that for purposes of calculating hereof, the total Gross Proceeds of the Offerings shall be determined on a daily basis. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (wy) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans debt secured by the Included AssetsAssets as well as any secured or unsecured debt of the General Partner (computed on a consolidated basis), plus (yz) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets Investments (including cash used to acquire Included AssetsInvestments) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased or received shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Stockholders, in the aggregate, a Priority Return on the weighted average of total Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing; provided, however, that for purposes of calculating hereof, the total Gross Proceeds of the Offerings shall be determined on a daily basis. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (wy) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans debt secured by the Included AssetsAssets as well as any secured or unsecured debt of the General Partner (computed on a consolidated basis), plus (yz) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets Investments (including cash used to acquire Included AssetsInvestments) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased or received shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Stockholders, in the aggregate, a Priority Return on the weighted average of total Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate; provided, however, that for purposes of calculating hereof, the total Gross Proceeds of the Offerings shall be determined on a daily basis.

Termination Amounts. (1i) Upon a Termination termination of the Advisory Agreement and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(e), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination termination of the Advisory Agreement and subject to Section 5.1.F5.1(e), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Amount in the form of a Note, either: (aA) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner shall be entitled to receive the Termination Amount (in redemption of the Special Limited Partner Interest, ) payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Advisory Agreement Termination Date and any Investments acquired after the Advisory Agreement Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Advisory Agreement Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Advisory Agreement Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Advisory Agreement Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the date of Listing. (bB) If there is a subsequent Investment Liquidity Liquidation Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner shall be entitled to receive the Termination Amount (in redemption of the Special Limited Partner Interest, ) payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Liquidation Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering Offerings through the Advisory Agreement Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Liquidation Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Liquidation Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the date of the Investment Other Liquidity Event to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Advisory Agreement Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service IRS Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest Interest, payable in the form one or more distributions solely out of a Note Net Sales Proceeds (the “Termination NoteBase Promote”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination NoteBase Promote, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing AmountPromote”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity AmountPromote”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 1512.75% of the amount, if any, by EAST\145846896.3 2 which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Initial Limited Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 1512.75% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of Listing. (b) If there is a subsequent Investment Liquidity Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.value

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Initial Limited Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the 30 liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Initial Limited Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the Initial Limited Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Initial Limited Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the Initial Limited Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1) Upon a Termination (unless such termination is by the General Partner because of a material breach of the Advisory Agreement by the Advisor or occurs upon a Change of Control) and subject to Sections 5.1D(2) and 5.1F, the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) an amount equal to 1515.0% of the amount, if any, by which (Ai) the sum of (1) the fair market value (determined by appraisal as net Appraised Value of the Termination Date) of the Investments Partnership’s direct and indirect assets on the Termination Date, minus (2) any Loans secured by such Investments, Date plus (3) the sum of all Stockholder total Distributions paid by from the General Partner through the Termination Date on shares of Common Stock issued in all Offerings Company’s inception through the Termination Date, minus exceeds (4ii) any amounts distributable as of the Termination Date Invested Capital plus an amount equal to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to The Partnership shall pay such amount, with interest, at such time as the contrary, in accordance with Section 736 of Partnership completes the Code, first Sale after the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposesDate; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2) Upon a Termination and subject to Section 5.1.Fhowever, the Special Limited Partner may elect to receive, in lieu of defer its right to receive be redeemed until either a Listing or other direct or indirect liquidity event for the Partnership. Payment shall be made from the Net Sales Proceeds of such Sale. Interest will accrue beginning on the Termination NoteDate at a rate deemed fair and reasonable by the General Partner on the Termination Date. The Partnership and the General Partner shall have the option to pay such amount in the form of cash, either:REIT Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay such amount in full, plus accrued interest, then such amount shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the amount is paid in full, with interest. If such amount has not been paid in full within five years from the Termination Date, then the Special Limited Partner, its successors or assigns, may elect to convert the balance of the amount, including accrued but unpaid interest, into REIT Shares at a price per REIT Share equal to the average closing price of the REIT Shares over the ten trading days immediately preceding the date of such election if the REIT Shares are Listed at such time. If the REIT Shares are not Listed at such time, the Special Limited Partner, its successors or assigns, may elect to convert the balance of the amount, including accrued but unpaid interest, into REIT Shares at a price per REIT Share equal to the fair market value for the REIT Shares as determined by the General Partner based upon the net Appraised Value of the Partnership’s assets on the date of election. (a2) If there is Notwithstanding the foregoing, if a subsequent ListingTermination occurs upon a Change of Control, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), Interest an amount equal to 1515.0% of the amount, if any, by which (1i) the sum of (w) the fair market net value (determined by appraisal as of the date of Listing) of the Investments owned as of Partnership’s assets on the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into Date, as determined in good faith by the General Partner as Partner, including a majority of the Termination Date (collectivelyIndependent Directors of the General Partner, based upon such factors as the “Included Assets”), minus (x) any Loans secured by consideration paid in connection with the Included AssetsChange of Control and the most recent Appraised Value, plus (y) the sum of all Stockholder total Distributions paid by from the General Partner through the date of Listing on shares of Common Stock issued in the Offering Partner’s inception through the Termination Date, minus exceeds (zii) any amounts distributable as of the date of Listing Invested Capital plus an amount equal to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering from inception through the Termination Date, measured for the period from inception through the date . No deferral of Listingsuch payment may be made. (b3) If there is a subsequent Investment Liquidity Event, then In the General event the Special Limited Partner shall cause disagrees with the Partnership valuation of REIT Shares pursuant to distribute an amount Section 5.1D(1) where the REIT Shares are not Listed for purposes of determining the number of REIT Shares to be issued to the Special Limited Partner in redemption of following the Special Limited Partner InterestPartner’s election to convert the balance owed to the Special Limited Partner, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) then the fair market value (of such REIT Shares shall be determined by appraisal as an Independent Appraiser of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured equity value selected by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Special Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in one or more distributions solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination NoteBase Promote”) ), equal to 15% of the amount, if any, by which (A) the sum of (1I) the fair market estimated value of the Included Assets (as determined by appraisal as of the Termination DateGeneral Partner in accordance with its valuation policy) of the Investments on the Termination Date, minus (2II) any Loans debt secured by such InvestmentsInvestments as well as any unsecured debt of the General Partner, plus or minus (III) any working capital surplus or deficit of the General Partner, as applicable, plus (3IV) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4V) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2) Upon a Termination and subject to Section 5.1.F, the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (a) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of ListingTermination Date), exceeds (2B) the sum of (yI) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase program) plus (II) the minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date. (ii) Subject to Section 5.1(f), if upon a Termination the Special Limited Partner would be entitled to an amount with respect to the Termination Base Promote, the Special Limited Partner may retain its Special Limited Partner Interest and elect to receive, in lieu of its right to receive the Termination Base Promote, either: (A) If there is a Listing subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in one or more distributions solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest (the “Termination Listing Promote”), equal to 15% of the amount, if any, by which (I) the sum of (a) the Market Value, plus (b) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in Offerings through the Termination Date exceeds (II) the sum of (a) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (zb) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing.; or (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds distributions (the “Termination Liquidity AmountPromote”), equal to 15% of the amount, if any, by which (1I) the sum of (wa) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included AssetsMarket Value, plus (yb) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), Date exceeds (2II) the sum of (ya) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (zb) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2) Upon a Termination and subject to Section 5.1.F, the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (a) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of Listing. (b) If there is a subsequent Investment Liquidity Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, that any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1i) Upon a Termination termination of the Advisory Agreement and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(e), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination termination of the Advisory Agreement and subject to Section 5.1.F5.1(e), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Amount in the form of a Note, either:. (aA) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner shall be entitled to receive the Termination Amount (in redemption of the Special Limited Partner Interest, ) payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Advisory Agreement Termination Date and any Investments acquired after the Advisory Agreement Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Advisory Agreement Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Advisory Agreement Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Advisory Agreement Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the date of Listing. (bB) If there is a subsequent Investment Liquidity Liquidation Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner shall be entitled to receive the Termination Amount (in redemption of the Special Limited Partner Interest, ) payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (u) the fair market value (determined by appraisal as of the date of the Investment Liquidation Event) of Investments owned as of the Advisory Agreement Termination Date, minus (v) any Loans secured by such Investments owned as of the Advisory Agreement Termination Date, plus (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Liquidation Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering Offerings through the Advisory Agreement Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Liquidation Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Liquidation Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the date of the Investment Other Liquidity Event to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Advisory Agreement Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders Priority First Level Return on the Gross Proceeds raised in the Offering all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns, in one or more distributions solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest in the form of and as evidenced by a Note (the “Termination Base Note”) ), equal to 15% of the amount, if any, by which (A) the sum of (1I) the fair market estimated value of the Included Assets (as determined by appraisal as of the Termination Date) of the Investments on the Termination DateGeneral Partner in accordance with its valuation policy), minus (2II) any Loans debt secured by such InvestmentsInvestments as well as any unsecured debt of the General Partner, plus or minus (III) any working capital surplus or deficit of the General Partner, as applicable, plus (3IV) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4V) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2) Upon a Termination and subject to Section 5.1.F, the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (a) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of ListingTermination Date), exceeds (2B) the sum of (y1) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase program) plus (2) the minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date. (ii) Subject to Section 5.1(f), if upon a Termination the Special Limited Partner would be entitled to the Termination Base Note the Special Limited Partner may retain its Special Limited Partner Interest and elect to receive, in lieu of its right to receive the Termination Base Note, either: (A) If there is a Listing subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns, in one or more distributions solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest and as evidenced by a Note (the “Termination Listing Note”), equal to 15% of the amount, if any, by which (I) the sum of (a) the Market Value, plus (b) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in Offerings through the Termination Date exceeds (II) the sum of (a) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (zb) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds distributions (the “Termination Liquidity AmountPromote”), equal to 15% of the amount, if any, by which (1I) the sum of (wa) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included AssetsMarket Value, plus (yb) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), Date exceeds (2II) the sum of (ya) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (zb) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1) Upon a Termination and subject to Sections 5.1D(2) and 5.1F, the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination NoteAmount”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the Termination Date. The Termination Amount, which may be paid in the form of a Class A REIT Shares, cash, a Note (a “Termination Note”), or any combination thereof, shall be paid from the net sale proceeds of each sale of an Investment that occurs after the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2) Upon a Termination and subject to Section 5.1.F, the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination NoteAmount, either: (a) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds net sale proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of Listing. (b) If there is a subsequent Investment Liquidity Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Sale Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns, in one or more distributions solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest in the form of and as evidenced by a Note (the “Termination Base Note”) ), equal to 15% of the amount, if any, by which (A) the sum of (1I) the fair market estimated value of the Included Assets (as determined by appraisal as of the Termination Date) of the Investments on the Termination DateGeneral Partner in accordance with its valuation policy), minus (2II) any Loans debt secured by such InvestmentsInvestments as well as any unsecured debt of the General Partner, plus or minus (III) any working capital surplus or deficit of the General Partner, as applicable, plus (3IV) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4V) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2) Upon a Termination and subject to Section 5.1.F, the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (a) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of ListingTermination Date), exceeds (2B) the sum of (y1) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase program) plus (2) the minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date. (ii) Subject to Section 5.1(f), if upon a Termination the Special Limited Partner would be entitled to the Termination Base Note, the Special Limited Partner may retain its Special Limited Partner Interest and elect to receive, in lieu of its right to receive the Termination Base Note, either: (A) If there is a Listing subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns, in one or more distributions solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest and as evidenced by a Note (the “Termination Listing Note”), equal to 15% of the amount, if any, by which (I) the sum of (a) the Market Value, plus (b) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in Offerings through the Termination Date exceeds (II) the sum of (a) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (zb) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing.; or (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds distributions (the “Termination Liquidity AmountPromote”), equal to 15% of the amount, if any, by which (1I) the sum of (wa) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included AssetsMarket Value, plus (yb) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), Date exceeds (2II) the sum of (ya) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (zb) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Initial Limited Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Initial Limited Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the Initial Limited Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the Offering on or prior to the Termination Date pursuant to the General Initial Limited Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the Initial Limited Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the date of Listing. (bB) If there is a subsequent Investment Liquidity Event, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in one or more distributions solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination NoteBase Promote”) ), equal to 15% of the amount, if any, by which (A) the sum of (1I) the fair market estimated value of the Included Assets (as determined by appraisal as of the Termination DateGeneral Partner in accordance with its valuation policy) of the Investments on the Termination Date, minus (2II) any Loans debt secured by such InvestmentsInvestments as well as any unsecured debt of the General Partner, plus or minus (III) any working capital surplus or deficit of the General Partner, as applicable, plus (3IV) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4V) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2) Upon a Termination and subject to Section 5.1.F, the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (a) If there is a subsequent Listing, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of ListingTermination Date), exceeds (2B) the sum of (yI) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase program) plus (II) the minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date. (ii) Subject to Section 5.1(f), if upon a Termination the Special Limited Partner would be entitled to an amount with respect to the Termination Base Promote, the Special Limited Partner may retain its Special Limited Partner Interest and elect to receive, in lieu of its right to receive the Termination Base Promote, either: (A) If there is a Listing subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in one or more distributions solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest (the “Termination Listing Promote”), equal to 15% of the amount, if any, by which (I) the sum of (a) the Market Value, plus (b) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in Offerings through the Termination Date exceeds (II) the sum of (a) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (zb) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided 47346570v6 such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing.; or (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds distributions (the “Termination Liquidity AmountPromote”), equal to 15% of the amount, if any, by which (1I) the sum of (wa) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included Assets, minus (x) any Loans secured by the Included AssetsMarket Value, plus (yb) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity Event), Date exceeds (2II) the sum of (ya) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planprogram), plus (zb) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination DateIncluded Assets, minus (2) any Loans debt secured by such InvestmentsIncluded Assets as well as any secured or unsecured debt of the General Partner (computed on a consolidated basis), plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (4) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased or received shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Stockholders, in the aggregate, a Priority Return on the weighted average of the total Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the Termination Date; provided, however, that for purposes of calculating hereof, the total Gross Proceeds of the Offerings shall be determined on a daily basis. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).. 30 (2ii) Upon a Termination and subject to Section 5.1.F5.1(f), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (wy) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”), minus (x) any Loans debt secured by the Included AssetsAssets as well as any secured or unsecured debt of the General Partner (computed on a consolidated basis), plus (yz) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets Investments (including cash used to acquire Included AssetsInvestments) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased or received shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Stockholders, in the aggregate, a Priority Return on the weighted average of total Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing; provided, however, that for purposes of calculating hereof, the total Gross Proceeds of the Offerings shall be determined on a daily basis. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (wy) the fair market value (determined by appraisal as of the date of the Investment Liquidity EventDate) of the Included Assets, minus (x) any Loans debt secured by the Included AssetsAssets as well as any secured or unsecured debt of the General Partner (computed on a consolidated basis), plus (yz) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets Investments (including cash used to acquire Included AssetsInvestments) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased or received shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Stockholders, in the aggregate, a Priority Return on the weighted average of total Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of the Investment Liquidity EventDate; provided, however, that for purposes of calculating hereof, the total Gross Proceeds of the Offerings shall be determined on a daily basis.

Termination Amounts. (1i) Upon a Termination and subject to Sections 5.1D(25.1(d)(ii) and 5.1F(g), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Termination Date) of the Investments on Included Investments, plus (2) the Assets as of the Termination Date, minus (23) any Loans secured by such Investmentsthe Liabilities as of the Termination Date, plus (34) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the Termination Date on shares of Common Stock issued in all Offerings through the Termination Date, minus (45) any amounts distributable as of the Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase planOffering) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception through the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form). (2ii) Upon a Termination and subject to Section 5.1.F5.1(g), the Special Limited Partner may elect to receive, in lieu of its right to receive the Termination Note, either: (aA) If there is a Listing subsequent Listingto the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Listing Amount”), equal to 15% of the amount, if any, by which (1) the sum of (wu) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned Included Investments, plus (w) the Assets as of the Termination Date and any Investments acquired after the Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Termination Date (collectively, the “Included Assets”)Date, minus (x) any Loans secured by the Included AssetsLiabilities as of the Termination Date, plus (y) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the date of Listing on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets Investments (including cash used to acquire Included AssetsInvestments) to the Partnership, upon the liquidation or sale of such Included Assets Investments (assuming the liquidation or sale of such Included Assets Investments on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planDate), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the Initial Limited Partner through the date of Listing. (bB) If there is a subsequent an Investment Liquidity EventEvent subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination Liquidity Amount”), equal to 15% of the amount, if any, by which (1) the sum of (wu) the fair market value (determined by appraisal as of the date of the Investment Liquidity Event) of the Included AssetsInvestments, plus (w) the Assets as of the Termination Date, minus (x) any Loans secured by the Included AssetsLiabilities as of the Termination Date, plus (y) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the date of the Investment Liquidity Event Date on shares of Common Stock issued in the Offering Offerings through the Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidity Event Date to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets Investments (including cash used to acquire Included AssetsInvestments) to the Partnership, upon the liquidation or sale of such Included Assets Investments (assuming the liquidation or sale of such Included Assets Investments on the date of the Investment Liquidity EventDate), exceeds (2) the sum of (y) the Gross Proceeds raised in the Offering all Offerings through the Termination Date (less amounts paid on or prior to the date of the Investment Liquidity Event Date to purchase or redeem any shares of Common Stock purchased in the an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase planDate), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in the an Offering on or prior to the Termination Date, would have provided such Stockholders Priority Return on the Gross Proceeds raised in the Offering all Offerings through the Termination Date, measured for the period from inception of the Initial Limited Partner through the date of the Investment Liquidity EventDate.