Common use of Class D Units Clause in Contracts

Class D Units. Each Class D Unit held by a Limited Partner which it received in connection with a DST Acquisition shall automatically, and without any action on the part of the Limited Partner, convert into a number of Class I Units (including fractional Class I Units) equal to the Class D Conversion Rate at the end of the month in which the Dealer Manager and/or the General Partner, in conjunction with the Partnership’s transfer agent, determines that the aggregate Distribution Fees paid with respect to such Class D Units in connection with such DST Acquisition would equal or exceed, in the aggregate, 8.75% (or a lower a limit agreed upon in the applicable selling agreement between the Dealer Manager and the participating broker-dealer that sold the Class D Units) of the value of the Limited Partner’s Class D Units received by the Limited Partner at the closing of the applicable DST Acquisition, as recorded on the Operating Partnership’s books and records.