Common use of Participation Rights of Partners Clause in Contracts

Participation Rights of Partners. The Funding Notice delivered by the General Partner prior to its making or accepting (on behalf of the Partnership) any additional cash Capital Contributions pursuant to Section 4.5.A, 4.5.D, 4.5.E or, if any Preferred Limited Partner Interests are convertible into, or exercisable or exchangeable for, Common Limited Partner Interests or REIT Shares or securities whether issued by the Partnership or the General Partner which are convertible into, or exercisable or exchangeable for, REIT Shares, 4.5.F hereof shall contain the total amount of additional Capital Contributions sought to be made to the Partnership, and the terms and conditions pertaining thereto. Except as provided in the last sentence of this Section 4.5.G, each Original Limited Partner then holding a Common Limited Partner Interest may elect to make an additional Capital Contribution not to exceed the product of (i) the total amount of additional Capital Contributions being sought, and (ii) such Partner's Junior Percentage Interest (with such product deemed the "Pro Rata Contribution"). The Funding Notice delivered by the General Partner prior to its making any loans to the Partnership pursuant to Section 4.5.C herein shall contain the total amount of the loan to be made to the Partnership. Each Original Limited Partner then holding a Common Limited Partner Interest may elect to participate in such loan in an amount not to exceed the product of (i) the total amount of the loan, and (ii) such Limited Partner's Junior Percentage Interest (with such product deemed the "Pro Rata Participation"). Such election shall be made, if at all, by providing written notice thereof (the "Election Notice") to the General Partner within fifteen (15) days after delivery of the Funding Notice. Failure to respond to such notice shall be deemed to be an election by such Original Limited Partner not to make such Capital Contribution or participate in such loan. Such Election Notice shall contain the amount of the additional Capital Contribution or the loan participation, if any, the Original Limited Partner is to make (such additional Capital Contribution not to exceed the respective Pro Rata Contribution of such Original Limited Partner and such loan participation not to exceed the respective Pro Rata Participation of such Original Limited Partner) equal to all or any portion of its Pro Rata Contribution or Pro Rata Participation. No Original Limited Partner shall have any participation right under this Section 4.5.G in connection with the Partnership raising Additional Funds through the issuance of Preferred Limited Partner Interest to IAC Capital Trust unless such Preferred Limited Partner Interests are convertible into, or exercisable or exchangeable for, Common Limited Partner Interests or REIT Shares or securities whether issued by the Partnership or the General Partner

Participation Rights of Partners. The Funding Notice delivered by the General Partner prior to its making or accepting (on behalf of the Partnership) any additional cash Capital Contributions pursuant to Section 4.5.A, 4.5.D, 4.5.E 4.5.D or, if any Preferred Limited Partner Interests are convertible into, or exercisable or exchangeable for, Common Limited Partner Interests or REIT Shares or securities whether issued by the Partnership or the General Partner which are convertible into, or exercisable or exchangeable for, REIT SharesInterests, 4.5.F hereof shall contain the total amount of additional Capital Contributions sought to be made to the Partnership, and the terms and conditions pertaining thereto. Except as provided in the last sentence of this Section 4.5.G, each Original Limited Partner then holding a Common Limited Partner Interest may elect to make an additional Capital Contribution not to exceed the product of (i) the total amount of additional Capital Contributions being sought, and (ii) such Partner's Junior Percentage Interest (with such product deemed the "Pro Rata Contribution"). The Funding Notice delivered by the General Partner prior to its making any loans to the Partnership pursuant to Section 4.5.C herein shall contain the total amount of the loan to be made to the Partnership. Each Original Limited Partner then holding a Common Limited Partner Interest may elect to participate in such loan in an amount not to exceed the product of (i) the total amount of the loan, and (ii) such Limited Partner's Junior Percentage Interest (with such product deemed the "Pro Rata Participation"). Such election shall be made, if at all, by providing written notice thereof (the "Election Notice") to the General Partner within fifteen (15) days after delivery of the Funding Notice. Failure to respond to such notice shall be deemed to be an election by such Original Limited Partner not to make such Capital Contribution or participate in such loan. Such Election Notice shall contain the amount of the additional Capital Contribution or the loan participation, if any, the Original Limited Partner is to make (such additional Capital Contribution not to exceed the respective Pro Rata Contribution of such Original Limited Partner and such loan participation not to exceed the respective Pro Rata Participation of such Original Limited Partner) equal to all or any portion of its Pro Rata Contribution or Pro Rata Participation. No Original Limited Partner shall have any participation right under this Section 4.5.G in connection with the Partnership raising Additional Funds through the issuance of Preferred Limited Partner Interest to IAC Capital Trust unless such Preferred Limited Partner Interests are convertible into, or exercisable or exchangeable for, Common Limited Partner Interests or REIT Shares or securities whether issued by and as a result no Funding Notice need be given to the Partnership or the General PartnerOriginal Limited Partners in connection therewith.

Participation Rights of Partners. The Funding Notice delivered by the General Partner prior to its making or accepting (on behalf of the Partnership) any additional cash Capital Contributions pursuant to Section 4.5.A, 4.5.D, 4.5.E or, if any Preferred Limited Partner Interests are convertible into, or exercisable or exchangeable for, Common Limited Partner Interests or REIT Shares or securities whether issued by the Partnership or the General Partner which are convertible into, or exercisable or exchangeable for, REIT Shares, 4.5.F hereof shall contain the total amount of additional Capital Contributions sought to be made to the Partnership, and the terms and conditions pertaining thereto. Except as provided in the last sentence of this Section 4.5.G, each Each Original Limited Partner then holding a Common Limited Partner Interest may elect to make an additional Capital Contribution not to exceed the product of (i) the total amount of additional Capital Contributions being sought, and (ii) such Partner's Junior Percentage Interest (with such product deemed the "Pro Rata Contribution"). The Funding Notice delivered by the General Partner prior to its making any loans to the Partnership pursuant to Section 4.5.C herein shall contain the total amount of the loan to be made to the Partnership. Each Original Limited Partner then holding a Common Limited Partner Interest may elect to participate in such loan in an amount not to exceed the product of (i) the total amount of the loan, and (ii) such Limited Partner's Junior Percentage Interest (with such product deemed the "Pro Rata Participation"). Such election shall be made, if at all, by providing written notice thereof (the "Election Notice") to the General Partner within fifteen (15) days after delivery of the Funding Notice. Failure to respond to such notice shall be deemed to be an election by such Original Limited Partner not to make such Capital Contribution or participate in such loan. Such Election Notice shall contain the amount of the additional Capital Contribution or the loan participation, if any, the Original Limited Partner is to make (such additional Capital Contribution not to exceed the respective Pro Rata Contribution of such Original Limited Partner and such loan participation not to exceed the respective Pro Rata Participation of such Original Limited Partner) equal to all or any portion of its Pro Rata Contribution or Pro Rata Participation. No Original Limited Partner shall have any participation right under this Section 4.5.G in connection with the Partnership raising Additional Funds through the issuance of Preferred Limited Partner Interest to IAC Capital Trust unless such Preferred Limited Partner Interests are convertible into, or exercisable or exchangeable for, Common Limited Partner Interests or REIT Shares or securities whether issued by the Partnership or the General Partner.