Common use of Disposition Election Clause in Contracts

Disposition Election. (a) At any time prior to the date of the Partnership’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner may in its sole discretion permit a Partner to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner so permits, such Partner shall instruct the General Partner in writing prior to such date (i) not to dispose of all or any portion of such Partner’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner on the closing date of such disposition or (B) retain such Retained Portion in the Partnership on behalf of such Partner until such time as such Partner shall instruct the General Partner upon 5 days’ notice to distribute such Retained Portion to such Partner. Such Partner’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership of such Retained Portion or the Partnership’s disposition of other Partners’ pro rata shares of such Capital Commitment Investment; provided, that such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner or upon distribution of proceeds with respect to a subsequent disposition thereof by the Partnership. (b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

Disposition Election. (a) At any time prior to the date of the PartnershipCompany’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner Managing Member may in its sole discretion permit a Partner Member to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such PartnerMember’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner Managing Member so permits, such Partner Member shall instruct the General Partner Managing Member in writing prior to such date (i) not to dispose of all or any portion of such PartnerMember’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner Member on the closing date of such disposition or (B) retain such Retained Portion in the Partnership Company on behalf of such Partner Member until such time as such Partner Member shall instruct the General Partner Managing Member upon 5 days’ days notice to distribute such Retained Portion to such PartnerMember. Such PartnerMember’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership Company of such Retained Portion or the PartnershipCompany’s disposition of other PartnersMembers’ pro rata shares of such Capital Commitment Investment; provided, that such PartnerMember’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner Member or upon distribution of proceeds with respect to a subsequent disposition thereof by the PartnershipCompany. (b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

Disposition Election. (a) At any time prior to the date of the Partnership’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner may in its sole discretion permit a Partner to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner so permits, such Partner shall instruct the General Partner in writing prior to such date (i) not to dispose of all or any portion of such Partner’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner on the closing date of such disposition or (B) retain such Retained Portion in the Partnership on behalf of such Partner until such time as such Partner shall instruct the General Partner upon 5 days’ days notice to distribute such Retained Portion to such Partner. Such Partner’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership of such Retained Portion or the Partnership’s disposition of other Partners’ pro rata shares of such Capital Commitment Investment; provided, that such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner or upon distribution of proceeds with respect to a subsequent disposition thereof by the Partnership. (b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

Disposition Election. (a) At any time prior to the date of the PartnershipCompany’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner Managing Member may in its sole discretion permit a Partner Member to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such PartnerMember’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner Managing Member so permits, such Partner Member shall instruct the General Partner Managing Member in writing prior to such date (i) not to dispose of all or any portion of such PartnerMember’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner Member on the closing date of such disposition or (B) retain such Retained Portion in the Partnership Company on behalf of such Partner Member until such time as such Partner Member shall instruct the General Partner Managing Member upon 5 days’ notice to distribute such Retained Portion to such PartnerMember. Such PartnerMember’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership Company of such Retained Portion or the PartnershipCompany’s disposition of other PartnersMembers’ pro rata shares of such Capital Commitment Investment; provided, that such PartnerMember’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner Member or upon distribution of proceeds with respect to a subsequent disposition thereof by the PartnershipCompany. (b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

Disposition Election. (a) At any time prior to the date of the Partnership’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner may in its sole 66 discretion permit a Partner to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner so permits, such Partner shall instruct the General Partner in writing prior to such date (i) not to dispose of all or any portion of such Partner’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner on the closing date of such disposition or (B) retain such Retained Portion in the Partnership on behalf of such Partner until such time as such Partner shall instruct the General Partner upon 5 days’ days notice to distribute such Retained Portion to such Partner. Such Partner’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership of such Retained Portion or the Partnership’s disposition of other Partners’ pro rata shares of such Capital Commitment Investment; provided, that such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner or upon distribution of proceeds with respect to a subsequent disposition thereof by the Partnership. (b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

Disposition Election. (a) At any time prior to the date of the PartnershipCompany’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner Managing Member may in its their sole discretion permit a Partner Member to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such PartnerMember’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner Managing Member so permits, such Partner Member shall instruct the General Partner Managing Member in writing prior to such date (i) not to dispose of all or any portion of such PartnerMember’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner Member on the closing date of such disposition or (B) retain such Retained Portion in the Partnership Company on behalf of such Partner Member until such time as such Partner Member shall instruct the General Partner Managing Member upon 5 days’ days notice to distribute such Retained Portion to such PartnerMember. Such PartnerMember’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership Company of such Retained Portion or the PartnershipCompany’s disposition of other PartnersMembers’ pro rata shares of such Capital Commitment Investment; provided, that such PartnerMember’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner Member or upon distribution of proceeds with respect to a subsequent disposition thereof by the PartnershipCompany. (b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

Disposition Election. (a) At any time prior to the date of the Partnership’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner Delaware GP may in its sole discretion permit a Partner to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner Delaware GP so permits, such Partner shall instruct the General Partner Delaware GP in writing prior to such date (i) not to dispose of all or any portion of such Partner’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner on the closing date of such disposition or (B) retain such Retained Portion in the Partnership on behalf of such Partner until such time as such Partner shall instruct the General Partner Delaware GP upon 5 days’ days notice to distribute such Retained Portion to such Partner. Such Partner’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership of such Retained Portion or the Partnership’s disposition of other Partners’ pro rata shares of such Capital Commitment Investment; provided, that such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner or upon distribution of proceeds with respect to a subsequent disposition thereof by the Partnership. (b) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.

Disposition Election. (a) At any time prior to the date of the Partnership’s execution of a definitive agreement to dispose of a Capital Commitment Investment, the General Partner may in its sole discretion permit a Partner to retain all or any portion of its pro rata share of such Capital Commitment Investment (as measured by such Partner’s Capital Commitment Profit Sharing Percentage in such Capital Commitment Investment). If the General Partner so permits, such Partner shall instruct the General Partner in writing prior to such date (i) not to dispose of all or any portion of such Partner’s pro rata share of such Capital Commitment Investment (the “Retained Portion”) and (ii) either to (A) distribute such Retained Portion to such Partner on the closing date of such disposition or (B) retain such Retained Portion in the Partnership on behalf of such Partner until such time as such Partner shall instruct the General Partner upon 5 days’ notice to distribute such Retained Portion to such Partner. Such Partner’s Capital Commitment Capital Account shall not be adjusted in any way to reflect the retention in the Partnership of such Retained Portion or the Partnership’s disposition of other Partners’ pro rata shares of such Capital Commitment Investment; provided, that such Partner’s Capital Commitment Capital Account shall be adjusted upon distribution of such Retained Portion to such Partner or upon distribution of proceeds with respect to a subsequent disposition thereof by the Partnership. (ba) No distribution of such Retained Portion shall occur unless any Investor Notes relating thereto shall have been paid in full prior to or simultaneously with such distribution.