The aggregate amounts payable either by the seller as a real estate commission or by the

Property Partnership upon the acquisition of a Property.

A fixed fee in an amount to be set forth in each operating budget for each Property from which all payments for property management services to Affiliates or third parties will be made.

• (i) directly or indirectly controls, is controlled by, or is under common control with another Person;
• (ii) owns or controls 10% or more of the outstanding voting securities of that other Person;
• (iii) is an officer, director, partner, member, employee, ascendant or descendant of that other Person;
• (iv) directly or indirectly controls, is controlled by, or is under common control with a Person referred to in clause (iii); or
• (v) if that other Person is an officer, director, partner, member, employee, ascendant or descendant referred to in clause (iii), any Person for which that other Person acts in any such capacity.

The owners of the Interests in the Partnership.

The Internal Revenue Code of 1986, as amended.

Each Affiliate of ECP that conveys the beneficial ownership of a Property to the Partnership.

Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §3801, et seq.

An annualized rate of return on investment, calculated after satisfaction of any amounts

Due the Beneficial Owners, ECP the Property Manager, and the Lender as well as all closing costs payable by the Partnership including any fee payable to the Property Manager, for the indicated number of years, as set forth in the Property Partnership Agreements.

Employment Retirement Income Security Act of 1974, as amended.

A fee payable to ECP or an Affiliate in connection with obtaining the Loans.

Equilus Group, Inc. or an entity controlled by Equilus Group, Inc.

The Class 1 beneficial interests offered hereby in the Partnership.

The Beneficial Owners that receive Units and become limited partners in a Partnership

as a result of a Property Transfer.

The limited partnership agreement for a Partnership as described herein and incorporated herein by reference.

This private offering memorandum, as amended and supplemented from time to time.

The period for the Opportunity not to exceed 12 months from the date of the first sale of

Interests.

A Washington limited partnership that takes title to a Property or the beneficial interest in Real Estate Properties.

The agreement between a Depositor, ECP the Property Manager as described herein, the form of which is incorporated herein by reference.

Upon the sale of all or any portion of a Property or the beneficial interest in a

Property, an amount not to exceed 3.00% of the gross sales price of a Property or a beneficial interest, reduced by any payments to outside real estate brokers.

Real Estate Investment Trust.

All selling commissions paid to any brokers or dealers for the sale of Interests.

An exchange designed to comply with Code Section 1031.

An interest in a Partnership entitling the owner of the Unit if admitted to a Partnership as a partner to the respective voting and other rights afforded to a partner holding a Unit, and affording to such partner a share in income, loss and distributions as provided for in a Limited Partnership Agreement. The Units will consist of 100 Class A Units held by the Limited Partners and one Class B Unit held by the Managing Partner for each Partnership.