In the event that Liquidating Gains or Liquidating Losses are allocated under this [Section 6.1I], Profits allocable under [Section 6.1A(2)] and any Losses shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

In the event that Liquidating Gains or Liquidating Losses are allocated under this Section 1.H of this Exhibit C, Net Income allocable under [Section 6.1(a)(3)] of the Agreement and any Net Loss shall be recomputed without regard to the Liquidating Gains or Liquidating Losses so allocated.

Liquidating Distribution. Upon the termination of the Agreement, the distribution or division of assets pursuant to the applicable governing provisions of the Agreement shall be treated as distributions in liquidation of the Tax Partnership.

Liquidating Distributions. Each holder of LTIP Units shall also be entitled to receive, if, when and as authorized by the General Partner out of funds or other property legally available for the payment of distributions, distributions upon liquidation of the Partnership in an amount equal to the positive balance of such holder’s Capital Account as of the date of liquidation (after taking into account any allocations pursuant to the liquidation) to the extent attributable to the ownership of such LTIP Units as set forth in [Section 13.2] of the Agreement.

Liquidating Event. If a Liquidating Event occurs in a Partnership taxable year, Net Income and Net Loss (or, if necessary, separate items of income, gain, loss and deduction constituting such Net Income and Net Loss) for such taxable year and any prior taxable years (to the extent permitted by Section 761(c) of the Code) shall be allocated among the Holders in such amounts as will cause, to the greatest extent possible, the Capital Account of each Non-AIR Holder to equal the amount such Non-AIR Holder would be entitled to receive were such Holder to require the Partnership to redeem all of such Holder’s Partnership Common Units pursuant to Section 8.6. If the Gross Asset Values of the Partnership’s assets are adjusted in accordance with subparagraph # of the definition of “Gross Asset Value,” after items are allocated pursuant to [Sections 6.2A(1) and (2)])] and [Section 6.2B], such adjustments shall be allocated in accordance with this [Section 6.2D].

“Liquidating Gains” has the meaning set forth in Section 6.1.E.

“Liquidating Gains” has the meaning set forth in [Section 7.3(K)].

After giving effect to the special allocations set forth above, if, due to distributions with respect to Common Units in which the Profits LTIP Units do not participate, forfeitures or otherwise, the Economic Capital Account Balance of any present or former holder of Profits LTIP Units attributable to such holder’s Profits LTIP Units, exceeds the Target Balance, then Liquidating Losses shall be allocated to such holder, or Liquidating Gains shall be allocated to the other Partners, to reduce or eliminate the disparity; provided, however, that if Liquidating Losses or Liquidating Gains are insufficient to completely eliminate all such disparities, such losses or gains shall be allocated among Partners in a manner reasonably determined by the General Partner.

Any remaining Liquidating Gains shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balances of the Profits LTIP Unit holders, to the extent attributable to their ownership of Profits LTIP Units, to be equal to # the Company Common Unit Economic Balance, multiplied by # the number of their Profits LTIP Units (with respect to each Profits LTIP Unit holder, the “Target Balance”); provided that no such Liquidating Gains will be allocated with respect to any particular Profits LTIP Unit unless and to the extent that such Liquidating Gains, when aggregated with other Liquidating Gains realized since the issuance of such Profits LTIP Unit, exceed Liquidating Losses realized since the issuance of such Profits LTIP Unit. Any such allocations shall be made among the Partners in proportion to the aggregate amounts required to be allocated to each Partner under this Section 1.H.1 of this Exhibit C.

“Eligible Unit” means, as of the time any Liquidating Gain is available to be allocated to an LTIP Unit, an LTIP Unit to the extent, since the date of issuance of such LTIP Unit, such Liquidating Gain when aggregated with other Liquidating Gains realized since the date of issuance of such LTIP Unit exceeds Liquidating Losses realized since the date of issuance of such LTIP Unit.