Common use of Issuance of Units and Participation Interest Clause in Contracts

Issuance of Units and Participation Interest. (a) The Partnership may issue Units, as determined by the Managing General Partner, in its discretion, to existing or newly-admitted Partners, (i) in exchange for the making by such a Partner (a “Contributing Partner”) of a Capital Contribution to the Partnership in cash, or (ii) in connection with the acquisition, directly or indirectly, of an Investment from such Contributing Partner or an Affiliate of such Contributing Partner by one or more Operating Companies; provided, that no Units may be issued pursuant to this Section 3.7 at a price per Unit that is less than the Current Unit Value as of the date on which the Partnership enters into a binding agreement to issue such Units without the consent of the Partners by a Super Majority Partner Vote. The Managing General Partner will cause the Partnership not to consent to or, to the extent the Partnership Controls the issuance of securities by any such Fund Entity, permit NY Trust, NY Trust II or any other Fund Entity (other than US Core Trust) in which the Partnership has a direct equity interest (or any subsidiary of any such Fund Entity) to issue equity interests to third party investors at a valuation that reflects a valuation of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests without the consent of the Partners by a Super Majority Partner Vote. The Managing General Partner will cause the Partnership not to consent to or, to the extent the Partnership Controls the issuance of securities by any such Fund Entity, permit US Core Trust or any subsidiary of US Core Trust (other than US Core Properties and subsidiaries of US Core Properties) to issue equity interests to third party investors at a valuation that reflects a valuation of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests without the written consent of Voting Fund Investors holding, without duplication, sixty-six and two-thirds percent (66 2/3%) or more of the aggregate outstanding equity interests in the Partnership and US Core Trust held by Voting Fund Investors, excluding any equity interest which is specifically designated a non-voting interest under the Constituent Documents of the issuer of such equity interest. The Managing General Partner will take such action as is necessary to prevent US Core Properties or any Fund Entity that US Core Properties Controls from issuing equity interests to third party investors at a valuation that reflects a valuation of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests without the written consent of Voting Fund Investors holding, without duplication, sixty-six and two-thirds percent (66 2/3%) or more of the aggregate outstanding equity interests in the Partnership, US Core Trust and US Core Properties held by Voting Fund Investors, excluding any equity interest which is specifically designated a non-voting interest under the Constituent Documents of the issuer of such equity interest. This Section 3.7(a) is subject to Section 5.3(b)(iv). (b) (i) Effective as of the date hereof, the Partnership is issuing to each of Hxxxx and SLR a limited partnership interest denominated as a “Participation Interest.” The Participation Interest is an equity interest in the Partnership which is granted in consideration for services rendered by Hxxxx and SLR as Investment Advisors to the Managing General Partner and the Partnership pursuant to the Advisory Agreement. The Participation Interest is in addition to, and distinct from, the Units described above, and any references to “Units” or “Partnership Units” shall not be deemed to include the Participation Interest. A Partner’s percentage interest attributable to its Participation Interest (if any), together with the percentage of the total outstanding Units held by it, equal its Percentage Interest in the Partnership. The Participation Interest is an interest solely in profits and shall not have any Capital Commitment or initial Capital Account associated with it. It is intended that the Participation Interest constitute a profits interest within the meaning of Section 2.02 of IRS Revenue Procedure 93-27, 1993-2 C.B. 343.

Issuance of Units and Participation Interest. (a) The Partnership may issue Units, as determined by the Managing General Partner, in its discretion, to existing or newly-admitted Partners, (i) in exchange for the making by such a Partner (a “Contributing Partner”) of a Capital Contribution to the Partnership in cash, or (ii) in connection with the acquisition, directly or indirectly, of an Investment from such Contributing Partner or an Affiliate of such Contributing Partner by one or more Operating Companies; provided, that no subject to the following: (i) The Partnership may issue Partnership Units may be issued pursuant to this Section 3.7 at a price per Unit that is of not less than the Current Unit Value as of the date on of issuance. (ii) The Partnership may issue Partnership Units in installments pursuant to a Subscription Agreement by which an Investor has made a binding Capital Commitment, with the price per Unit for each issuance of Units pursuant to such Subscription Agreement determined by reference to (A) the Current Market Value of the Properties in which the Partnership enters has an indirect interest as of the date of such Subscription Agreement (or, if different, as of the date that, and to such extent as, the Investor’s Capital Commitment becomes binding pursuant to the terms of such Subscription Agreement), (B) the acquisition cost of each Property in which the Partnership acquires an interest after such date and on or before the date of such issuance, and (C) the assets and liabilities of the Partnership and its subsidiaries other than interests in Properties as of the date of such issuance. (iii) The Partnership may issue Partnership Units to Limited Partners that entered into Subscription Agreements during the Initial Offering Period at a binding agreement price per Unit equal to $1000 per Unit to the extent provided in any such Subscription Agreement. (iv) The Partnership may issue such Partnership Units without at a price per Unit other than as provided in clause (i), (ii), or (iii) above only with the consent of the Partners by a Super Majority Partner Vote. . (b) The Managing General Partner will cause the Partnership not to consent to or, to the extent the Partnership Controls the issuance of securities by any such Fund Entity, permit NY Trust, NY Trust II or any other Fund Entity (other than US Core Trust) in which the Partnership has a direct equity interest (or any subsidiary of any such Fund Entity) to issue equity interests to third party investors at a valuation that reflects a valuation other than as contemplated by clause (i) or (ii) of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests Section 3.7(a) without the consent of the Partners by a Super Majority Partner Vote. The Managing General Partner will cause the Partnership not to consent to or, to the extent the Partnership Controls the issuance of securities by any such Fund Entity, permit US Core Trust or any subsidiary of US Core Trust (other than US Core Properties and subsidiaries of US Core Properties) to issue equity interests to third party investors at a valuation that reflects a valuation other than as contemplated by clause (i) or (ii) of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests Section 3.7(a) without the written consent of Voting Fund Investors holding, without duplication, sixty-six and two-thirds percent (66 2/3662/3%) or more of the aggregate outstanding equity interests in the Partnership and US Core Trust held by Voting Fund Investors, excluding any equity interest which is specifically designated a non-voting interest under the Constituent Documents of the issuer of such equity interest. The Managing General Partner will take such action as is necessary to prevent US Core Properties or any Fund Entity that US Core Properties Controls from issuing equity interests to third party investors at a valuation that reflects a valuation other than as contemplated by clause (i) or (ii) of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests Section 3.7(a) without the written consent of Voting Fund Investors holding, without duplication, sixty-six and two-thirds percent (66 2/3662/3%) or more of the aggregate outstanding equity interests in the Partnership, US Core Trust and US Core Properties held by Voting Fund Investors, excluding any equity interest which is specifically designated a non-voting interest under the Constituent Documents of the issuer of such equity interest. This Section 3.7(a) is subject to Section 5.3(b)(iv). (bc) (i) Effective as of the date hereofApril 23, 2004, the Partnership is issuing issued to each of Hxxxx Xxxxx and SLR a limited partnership interest denominated as a “Participation Interest.” The Participation Interest is an equity interest in the Partnership which is granted in consideration for services rendered by Hxxxx Xxxxx and SLR as Investment Advisors to the Managing General Partner and the Partnership pursuant to the Advisory Agreement. The Participation Interest is in addition to, and distinct from, the Units described above, and any references to “Units” or “Partnership Units” shall not be deemed to include the Participation Interest. A Partner’s percentage interest attributable to its Participation Interest (if any), together with the percentage of the total outstanding Units held by it, equal its Percentage Interest in the Partnership. The Participation Interest is an interest solely in profits and shall not have any Capital Commitment or initial Capital Account associated with it. It is intended that the Participation Interest constitute a profits interest within the meaning of Section 2.02 of IRS Revenue Procedure 93-27, 1993-2 C.B. 343.

Issuance of Units and Participation Interest. (a) The Partnership may issue Units, as determined by the Managing General Partner, in its discretion, to existing or newly-admitted Partners, (i) in exchange for the making by such a Partner (a “Contributing Partner”) of a Capital Contribution to the Partnership in cash, or (ii) in connection with the acquisition, directly or indirectly, of an Investment from such Contributing Partner or an Affiliate of such Contributing Partner by one or more Operating Companies; provided, that no subject to the following: (a) The Partnership may issue Partnership Units may be issued pursuant to this Section 3.7 at a price per Unit that is of not less than the Current Unit Value as of the date on of issuance. (b) The Partnership may issue Partnership Units in installments pursuant to a Subscription Agreement by which an Investor has made a binding Capital Commitment, with the price per Unit for each issuance of Units pursuant to such Subscription Agreement determined by reference to (A) the Current Market Value of the Properties in which the Partnership enters has an indirect interest as of the date of such Subscription Agreement (or, if different, as of the date that, and to such extent as, the Investor’s Capital Commitment becomes binding pursuant to the terms of such Subscription Agreement), (B) the acquisition cost of each Property in which the Partnership acquires an interest after such date and on or before the date of such issuance, and (C) the assets and liabilities of the Partnership and its subsidiaries other than interests in Properties as of the date of such issuance. (c) The Partnership may issue Partnership Units to Limited Partners that entered into Subscription Agreements during the Initial Offering Period at a binding agreement price per Unit equal to $1000 per Unit to the extent provided in any such Subscription Agreement. (d) The Partnership may issue such Partnership Units without at a price per Unit other than as provided in clause (i), (ii), or (iii) above only with the consent of the Partners by a Super Majority Partner Vote. . (b) The Managing General Partner will cause the Partnership not to consent to or, to the extent the Partnership Controls the issuance of securities by any such Fund Entity, permit NY Trust, NY Trust II or any other Fund Entity (other than US Core Trust) in which the Partnership has a direct equity interest (or any subsidiary of any such Fund Entity) to issue equity interests to third party investors at a valuation that reflects a valuation of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests without the consent of the Partners by a Super Majority Partner Vote. The Managing General Partner will cause the Partnership not to consent to or, to the extent the Partnership Controls the issuance of securities by any such Fund Entity, permit US Core Trust or any subsidiary of US Core Trust (other than US Core Properties and subsidiaries of US Core Properties) to issue equity interests to third party investors at a valuation that reflects a valuation of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests without the written consent of Voting Fund Investors holding, without duplication, sixty-six and two-thirds percent (66 2/3%) or more of the aggregate outstanding equity interests in the Partnership and US Core Trust held by Voting Fund Investors, excluding any equity interest which is specifically designated a non-voting interest under the Constituent Documents of the issuer of such equity interest. The Managing General Partner will take such action as is necessary to prevent US Core Properties or any Fund Entity that US Core Properties Controls from issuing equity interests to third party investors at a valuation that reflects a valuation of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests without the written consent of Voting Fund Investors holding, without duplication, sixty-six and two-thirds percent (66 2/3%) or more of the aggregate outstanding equity interests in the Partnership, US Core Trust and US Core Properties held by Voting Fund Investors, excluding any equity interest which is specifically designated a non-voting interest under the Constituent Documents of the issuer of such equity interest. This Section 3.7(a) is subject to Section 5.3(b)(iv). (b) (i) Effective as of the date hereof, the Partnership is issuing to each of Hxxxx and SLR a limited partnership interest denominated as a “Participation Interest.” The Participation Interest is an equity interest in the Partnership which is granted in consideration for services rendered by Hxxxx and SLR as Investment Advisors to the Managing General Partner and the Partnership pursuant to the Advisory Agreement. The Participation Interest is in addition to, and distinct from, the Units described above, and any references to “Units” or “Partnership Units” shall not be deemed to include the Participation Interest. A Partner’s percentage interest attributable to its Participation Interest (if any), together with the percentage of the total outstanding Units held by it, equal its Percentage Interest in the Partnership. The Participation Interest is an interest solely in profits and shall not have any Capital Commitment or initial Capital Account associated with it. It is intended that the Participation Interest constitute a profits interest within the meaning of Section 2.02 of IRS Revenue Procedure 93-27, 1993-2 C.B. 343.Fund

Issuance of Units and Participation Interest. (a) The Partnership may issue Units, as determined by the Managing General Partner, in its discretion, to existing or newly-admitted Partners, (i) in exchange for the making by such a Partner (a “Contributing Partner”) of a Capital Contribution to the Partnership in cash, or (ii) in connection with the acquisition, directly or indirectly, of an Investment from such Contributing Partner or an Affiliate of such Contributing Partner by one or more Operating Companies; provided, that no subject to the following: (i) The Partnership may issue Partnership Units may be issued pursuant to this Section 3.7 at a price per Unit that is of not less than the Current Unit Value as of the date on of issuance. (ii) The Partnership may issue Partnership Units in installments pursuant to a Subscription Agreement by which an Investor has made a binding Capital Commitment, with the price per Unit for each issuance of Units pursuant to such Subscription Agreement determined by reference to (A) the Current Market Value of the Properties in which the Partnership enters has an indirect interest as of the date of such Subscription Agreement (or, if different, as of the date that, and to such extent as, the Investor’s Capital Commitment becomes binding pursuant to the terms of such Subscription Agreement), (B) the acquisition cost of each Property in which the Partnership acquires an interest after such date and on or before the date of such issuance, and (C) the assets and liabilities of the Partnership and its subsidiaries other than interests in Properties as of the date of such issuance. (iii) The Partnership may issue Partnership Units to Limited Partners that entered into Subscription Agreements during the Initial Offering Period at a binding agreement price per Unit equal to $1000 per Unit to the extent provided in any such Subscription Agreement. (iv) The Partnership may issue such Partnership Units without at a price per Unit other than as provided in clause (i), (ii), or (iii) above only with the consent of the Partners by a Super Majority Partner Vote. . (b) The Managing General Partner will cause the Partnership not to consent to or, to the extent the Partnership Controls the issuance of securities by any such Fund Entity, permit NY Trust, NY Trust II or any other Fund Entity (other than US Core Trust) in which the Partnership has a direct equity interest (or any subsidiary of any such Fund Entity) to issue equity interests to third party investors at a valuation that reflects a valuation other than as contemplated by clause (i) or (ii) of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests Section 3.7(a) without the consent of the Partners by a Super Majority Partner Vote. The Managing General Partner will cause the Partnership not to consent to or, to the extent the Partnership Controls the issuance of securities by any such Fund Entity, permit US Core Trust or any subsidiary of US Core Trust (other than US Core Properties and subsidiaries of US Core Properties) to issue equity interests to third party investors at a valuation that reflects a valuation other than as contemplated by clause (i) or (ii) of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests Section 3.7(a) without the written consent of Voting Fund Investors holding, without duplication, sixty-six and two-thirds percent (66 2/3%) or more of the aggregate outstanding equity interests in the Partnership and US Core Trust held by Voting Fund Investors, excluding any equity interest which is specifically designated a non-voting interest under the Constituent Documents of the issuer of such equity interest. The Managing General Partner will take such action as is necessary to prevent US Core Properties or any Fund Entity that US Core Properties Controls from issuing equity interests to third party investors at a valuation that reflects a valuation other than as contemplated by clause (i) or (ii) of any Property in which any such Entity has a direct or indirect interest of less than Current Market Value as of the date a binding commitment is made for the issuance of such equity interests Section 3.7(a) without the written consent of Voting Fund Investors holding, without duplication, sixty-six and two-thirds percent (66 2/3%) or more of the aggregate outstanding equity interests in the Partnership, US Core Trust and US Core Properties held by Voting Fund Investors, excluding any equity interest which is specifically designated a non-voting interest under the Constituent Documents of the issuer of such equity interest. This Section 3.7(a) is subject to Section 5.3(b)(iv). (bc) (i) Effective as of the date hereofof the Second Restated Agreement, the Partnership is issuing issued to each of Hxxxx and SLR a limited partnership interest denominated as a “Participation Interest.” The Participation Interest is an equity interest in the Partnership which is granted in consideration for services rendered by Hxxxx and SLR as Investment Advisors to the Managing General Partner and the Partnership pursuant to the Advisory Agreement. The Participation Interest is in addition to, and distinct from, the Units described above, and any references to “Units” or “Partnership Units” shall not be deemed to include the Participation Interest. A Partner’s percentage interest attributable to its Participation Interest (if any), together with the percentage of the total outstanding Units held by it, equal its Percentage Interest in the Partnership. The Participation Interest is an interest solely in profits and shall not have any Capital Commitment or initial Capital Account associated with it. It is intended that the Participation Interest constitute a profits interest within the meaning of Section 2.02 of IRS Revenue Procedure 93-27, 1993-2 C.B. 343.