Common use of Appraisal; Appraisal Procedure; Arbitration Procedure Clause in Contracts

Appraisal; Appraisal Procedure; Arbitration Procedure. (a) The General Partner shall cause any Partnership Investment to be appraised ****************** by an Approved Appraiser. (b) With respect to any provision of this Agreement requiring that the assets of the Partnership be valued, the following procedure shall be utilized. The Partners agree to meet and confer in order to agree on such value. If the parties are not able to agree on the value of the assets, ********************** and, if applicable, such Deemed Carry Distribution shall be determined by an Approved Investment Bank, an Approved Appraiser or combination thereof, provided that in the event an appraisal was performed within the previous ************ such value be used to determine the value of the assets of the Partnership, and if applicable, the Deemed Carried Distribution. (c) Unless the General Partner and the Required Limited Partners agree upon each Budget as contemplated by Section 2.12, such Budget for any Fiscal Year shall be established by an Approved Industry Consultant selected by the General Partner (such Approved Industry Consultant being instructed to use as a starting point the Budget for the immediately preceding Fiscal Year and to take into account any improvements and refurbishments contemplated by the business plan). (d) The Limited Partners hereby approve the accountants listed in Appendix B, the appraisal firms listed in Appendix C, the industry consultants listed in Appendix D and the investment banks listed in Appendix E.

Appraisal; Appraisal Procedure; Arbitration Procedure. (a) The General Partner shall cause any Partnership Investment to be appraised ****************** by an Approved Appraiser. (b) With respect to any provision of this Agreement requiring that the assets of the Partnership be valued, the following procedure shall be utilized. The Partners agree to meet and confer in order to agree on such valuethe value of the Partnership assets belonging to the Fund in which they have an interest. If the parties are not able to agree on the value of the assets, **************************** and, if applicable, such Deemed Carry Distribution shall be determined by an Approved Investment Bank, Bank or an Approved Appraiser or Investment Bank in combination thereofwith an Approved Appraiser, provided that in the event an appraisal was performed within the previous ************ *****, such value be used to determine the value of the assets of the Partnershipbelonging to such Fund, and if applicable, the Deemed Carried Distribution. (c) Unless Unless, with respect to any Fund, the General Partner and the Required Limited Partners having an interest in such Fund agree upon each Budget as contemplated by Section 2.12, such Budget for any Fiscal Year shall be established by an Approved Industry Consultant selected by the General Partner (such Approved Industry Consultant being instructed to use as a starting point the Budget for the immediately preceding Fiscal Year and to take into account any improvements and refurbishments contemplated by the business plan). (d) The Limited Partners hereby approve the accountants listed in Appendix B, the appraisal firms listed in Appendix C, the industry consultants listed in Appendix D and the investment banks listed in Appendix E.

Appraisal; Appraisal Procedure; Arbitration Procedure. (a) The General Partner shall cause any Partnership Investment to be appraised ******************* by an Approved Appraiser. (b) With respect to any provision of this Agreement requiring that the assets of the Partnership be valued, the following procedure shall be utilized. The Partners agree to meet and confer in order to agree on such valuethe value of the Partnership assets belonging to the Fund in which they have an interest. If the parties are not able to agree on the value of the assets, ********************** and, if applicable, such Deemed Carry Distribution shall be determined by an Approved Investment Bank, Bank or an Approved Appraiser or Investment Bank in combination thereofwith an Approved Appraiser, provided that in the event an appraisal was performed within the previous ************ ***, such value be used to determine the value of the assets of the Partnershipbelonging to such Fund, and if applicable, the Deemed Carried Distribution. (c) Unless Unless, with respect to any Fund, the General Partner and the Required Limited Partners having an interest in such Fund agree upon each Budget as contemplated by Section 2.12, such Budget for any Fiscal Year shall be established by an Approved Industry Consultant selected by the General Partner (such Approved Industry Consultant being instructed to use as a starting point the Budget for the immediately preceding Fiscal Year and to take into account any improvements and refurbishments contemplated by the business plan). (d) The Limited Partners hereby approve the accountants listed in Appendix B, the appraisal firms listed in Appendix C, the industry consultants listed in Appendix D and the investment banks listed in Appendix E.

Appraisal; Appraisal Procedure; Arbitration Procedure. (a) The General Partner shall cause any Partnership Investment to be appraised ****************** * * * * * * * * * * * * * * * * * * * by an Approved Appraiser. (b) With respect to any provision of this Agreement requiring that the assets of the Partnership be valued, the following procedure shall be utilized. The Partners agree to meet and confer in order to agree on such valuethe value of the Partnership assets belonging to the Fund in which they have an interest. If the parties are not able to agree on the value of the assets, ********************** * * * * * * * * * * * * * * * * * * * * * * and, if applicable, such Deemed Carry Distribution shall be determined by an Approved #10338536v8 Investment Bank, Bank or an Approved Appraiser or Investment Bank in combination thereofwith an Approved Appraiser, provided that in the event an appraisal was performed within the previous * * * * * * * * * * * ************ , such value be used to determine the value of the assets of the Partnershipbelonging to such Fund, and if applicable, the Deemed Carried Distribution. (c) Unless Unless, with respect to any Fund, the General Partner and the Required Limited Partners having an interest in such Fund agree upon each Budget as contemplated by Section 2.12, such Budget for any Fiscal Year shall be established by an Approved Industry Consultant selected by the General Partner (such Approved Industry Consultant being instructed to use as a starting point the Budget for the immediately preceding Fiscal Year and to take into account any improvements and refurbishments contemplated by the business plan). (d) The Limited Partners hereby approve the accountants listed in Appendix B, the appraisal firms listed in Appendix C, the industry consultants listed in Appendix D and the investment banks listed in Appendix E.

Appraisal; Appraisal Procedure; Arbitration Procedure. (a) The General Partner shall cause any Partnership Investment to be appraised ********************** by an Approved Appraiser. (b) With respect to any provision of this Agreement requiring that the assets of the Partnership be valued, the following procedure shall be utilized. The Partners agree to meet and confer in order to agree on such value. If the parties are not able to agree on the value of the assets, *************************** and, if applicable, such Deemed Carry Distribution shall be determined by an Approved Investment Bank, an Approved Appraiser or combination thereof, provided that in the event an appraisal was performed within the previous ************ ***, such value be used to determine the value of the assets of the Partnership, and if applicable, the Deemed Carried Distribution. (c) Unless the General Partner and the Required Limited Partners agree upon each Budget as contemplated by Section 2.12, such Budget for any Fiscal Year shall be established by an Approved Industry Consultant selected by the General Partner (such Approved Industry Consultant being instructed to use as a starting point the Budget for the immediately preceding Fiscal Year and to take into account any improvements and refurbishments contemplated by the business plan). (d) The Limited Partners hereby approve the accountants listed in Appendix B, the appraisal firms listed in Appendix C, the industry consultants listed in Appendix D and the investment banks listed in Appendix E.

Appraisal; Appraisal Procedure; Arbitration Procedure. (a) The General Partner shall cause any Partnership Investment to be appraised ****************** * * * * * * * * * * * * * * * * * * * by an Approved Appraiser. (b) With respect to any provision of this Agreement requiring that the assets of the Partnership be valued, the following procedure shall be utilized. The Partners agree to meet and confer in order to agree on such valuethe value of the Partnership assets belonging to the Fund in which they have an interest. If the parties are not able to agree on the value of the assets, ********************** * * * * * * * * * * * * * * * * * * * * * * and, if applicable, such Deemed Carry Distribution shall be determined by an Approved *Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. #10338536v8 Investment Bank, Bank or an Approved Appraiser or Investment Bank in combination thereofwith an Approved Appraiser, provided that in the event an appraisal was performed within the previous * * * * * * * * * * * ************ , such value be used to determine the value of the assets of the Partnershipbelonging to such Fund, and if applicable, the Deemed Carried Distribution. (c) Unless Unless, with respect to any Fund, the General Partner and the Required Limited Partners having an interest in such Fund agree upon each Budget as contemplated by Section 2.12, such Budget for any Fiscal Year shall be established by an Approved Industry Consultant selected by the General Partner (such Approved Industry Consultant being instructed to use as a starting point the Budget for the immediately preceding Fiscal Year and to take into account any improvements and refurbishments contemplated by the business plan). (d) The Limited Partners hereby approve the accountants listed in Appendix B, the appraisal firms listed in Appendix C, the industry consultants listed in Appendix D and the investment banks listed in Appendix E.