Common use of Partner Withdrawal Clause in Contracts

Partner Withdrawal. (a) Notwithstanding any provision in this Agreement to the contrary, upon written demand by the General Partner, a Partner shall either (i) reduce its total Commitment to the amount of its Commitment which has been funded (at which time the Schedule of Partners shall be deemed amended to reflect such reduction), (ii) have the distributions to which such Partner would otherwise be entitled be deposited into an escrow account or (iii) withdraw from the Partnership (such Partner being a “Withdrawing Partner”), effective immediately (the “Forced Withdrawal Date”), at the time and in the manner hereinafter provided, if the General Partner shall obtain and deliver to the affected Partner an opinion of counsel to the effect that the Partnership or the General Partner bears a material risk that it would be in violation of any applicable law, rule, regulation, order, directive, special measure that may be required by government regulators, or interpretation thereof by the appropriate regulatory authority having jurisdiction, and to which the Partnership or General Partner is subject, by continuing to have such Partner as a Partner. In the event of the issuance and delivery of such opinion of counsel, the General Partner shall promptly provide to each Partner a copy thereof, together with a copy of the written demand of the General Partner sent to the affected Partner. (b) Effective upon the Forced Withdrawal Date, the Withdrawing Partner shall cease to be a Partner of the Partnership for all purposes and, except for its right to receive payment for its Partnership interest as hereinafter provided, shall no longer be entitled to the rights of a Partner under this Agreement, including without limitation the right to receive allocations pursuant to Section 7.2 of this Agreement, the right to receive distributions during the term of the Partnership pursuant to Section 7.1 of this Agreement and upon liquidation of the Partnership pursuant to Section 13.2 of this Agreement and the right to vote on Partnership matters as provided in this Agreement. (c) As promptly as practicable following the Forced Withdrawal Date, there shall be distributed to the Withdrawing Partner, in full payment and satisfaction of its interest in the Partnership, an amount equal to the amount which such Withdrawing Partner would have been entitled to receive pursuant to Section 13.2 of this Agreement if the Partnership had been liquidated on and as of the Forced Withdrawal Date and all of the Partnership’s assets had been sold on such date for their fair market value. No approval of the Partners shall be required prior to the making of such distribution. For purposes of determining the amount of the distribution to be made to such Withdrawing Partner, and the value of each of the Partnership’s assets, the Partnership’s annual or quarterly financial statements, as the case may be, prepared in accordance with Section 15.3 of this Agreement for the period which includes the Forced Withdrawal Date shall be deemed to be conclusive unless the Withdrawing Partner objects to such valuation within twenty (20) days of receipt of the General Partner’s determination of the amount of the distribution to be made to such Withdrawing Partner, in which case, the General Partner shall choose a nationally prominent appraisal firm or investment bank and the Withdrawing Partner shall choose a second nationally prominent appraisal firm or investment bank. Each such approved firm or investment bank shall then mutually select a third nationally prominent appraisal firm or investment bank who shall appraise the Partnership’s assets and determine the amount of its liabilities at their respective present values to arrive at the net asset value of the Partnership. Such appraisal shall be completed within one hundred eighty (180) days after the Forced Withdrawal Date and shall be conclusive and binding on the parties. If, after taking into account the appraisal made by the selected appraiser, the net asset value of the Partnership as determined pursuant to this Section 18.19.2 is (1) greater than the net asset value as determined by the General Partner by ten percent (10%) or more, the Partnership shall bear the expense of the appraisal, or (2) less than the net asset value as determined by the Withdrawing Partner by ten percent (10%) or more, the Withdrawing Partner shall bear the expense of the appraisal and in any other case, the Partnership and the Withdrawing Partner shall each bear half of the expense of the appraisal. Such distribution to the Withdrawing Partner shall be payable in cash or cash equivalents. (d) Upon the withdrawal of any Withdrawing Partner from the Partnership pursuant to this Section 18.19.2, the Partners (including the Withdrawing Partner) shall enter into an amendment to this Agreement reflecting such withdrawal and amending such provisions of this Agreement, including without limitation the provisions regarding allocations and distributions during the term of the Partnership and upon its liquidation, as may be appropriate, so that the intent, spirit, operation and effect of such allocation, distribution and other provisions shall, to the maximum extent possible, be preserved after taking into account the withdrawal of such Withdrawing Partner. Xxxxxx-Xxxxx Group VII, L.P. 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx Xxxxxx Philadelphia, PA 19104-2868 Re: Commitment to Invest in [ ] (the “Co-Investment Opportunity”) The undersigned Investor has received the Co-Investment Opportunity Memorandum. By executing this Commitment Letter, the Investor commits to invest in the Co-Investment Opportunity an amount up to, but not to exceed, the Requested Co-Investment Amount, as determined by the General Partner pursuant to Section 6.1.8(b) of the Partnership Agreement. The Investor agrees that this commitment is irrevocable and not subject to any contingencies on the part of the Investor. Requested Co-Investment Amount: $ Agreed to by: Name of Investor: Signature Date THIS COMMITMENT LETTER MUST BE RECEIVED BY THE GENERAL PARTNER NOT LATER THAN 15 DAYS FROM THE RECEIPT OF THE CO-INVESTMENT OPPORTUNITY MEMORANDUM. July 11, 2014 Kentucky Retirement Systems and Kentucky Retirement Systems Insurance Fund 0000 Xxxxxxxxxx Xx Xxxxxxxxx, XX 00000 Attn. Xxxxxx Xxxxxxx Re: Investment in Xxxxxx-Xxxxx Real Estate Fund VII, L.P. Ladies and Gentlemen: This letter agreement (this “Agreement”) is being written and delivered to confirm certain agreements with regard to the investment made by the Kentucky Retirement Systems and the Kentucky Retirement Systems Insurance Fund (collectively, “Investor”) in Xxxxxx-Xxxxx Real Estate Fund VII, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the Amended & Restated Agreement of Limited Partnership of the Partnership, dated as of March 21, 2014 (as amended from time to time, the “Partnership Agreement”), and the Subscription Agreement between the Partnership and Investor dated as of July 11, 2014 (the “Subscription Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Partnership Agreement or incorporated therein by reference in the Confidential Private Placement Memorandum issued by the Partnership, dated February 2013 (as amended and supplemented from time to time, the “Memorandum”). The General Partner, on behalf of the Partnership, and Investor agree that the terms of this Agreement shall be applicable to the investment by Investor in the Partnership, notwithstanding anything to the contrary contained in the Partnership Agreement or the Subscription Agreement.

Partner Withdrawal. (a1) Notwithstanding any provision in this Agreement to the contrary, upon written demand by the General Partner, a Partner shall either (i) reduce its total Commitment Committed Capital Contributions to the amount of its Commitment Committed Capital Contributions which has been funded (at which time the Schedule of Partners shall be deemed amended to reflect such reduction), (ii) have the distributions to which such Partner would otherwise be entitled be deposited into an escrow account or (iii) withdraw from the Partnership (such Partner being a “Withdrawing Partner”), effective immediately on the date as determined by the General Partner which shall be at least thirty (30) days following such written demand by the General Partner (the “Forced Withdrawal Date”), at the time and in the manner hereinafter provided, if the General Partner shall obtain and deliver to the affected Partner an opinion of counsel to the effect that the Partnership or the General Partner bears a material risk that it would be in violation of any applicable law, rule, regulation, order, directive, special measure that may be required by government regulators, or interpretation thereof by the appropriate regulatory authority having jurisdiction, and to which the Partnership or General Partner is subject, by continuing to have such Partner as a Partner. In the event of the issuance and delivery of such opinion of counsel, the General Partner shall promptly provide to each Partner a copy thereof, together with a copy of the written demand of the General Partner sent to the affected effected Partner. (b2) Effective upon the Forced Withdrawal Date, the Withdrawing Partner shall cease to be a Partner of the Partnership for all purposes and, except for its right to receive payment for its Partnership interest as hereinafter provided, shall no longer be entitled to the rights of a Partner under this Agreement, including without limitation the right to receive allocations and distributions pursuant to Section 7.2 of this Agreement, the right to receive distributions during the term of the Partnership pursuant to Section 7.1 of this Agreement Article V hereof and upon liquidation of the Partnership pursuant to Section 13.2 of this Agreement and the right to vote on Partnership matters as provided in this Agreement. (c3) As promptly as practicable following the Forced Withdrawal Date, there shall be distributed to the Withdrawing Partner, in full payment and satisfaction of its interest in the Partnership, an amount equal to the amount which such Withdrawing Partner would have been entitled to receive pursuant to Section 13.2 of this Agreement 8.3 hereof if the Partnership had been liquidated on and as of the Forced Withdrawal Date and all of the Partnership’s assets had been sold on such date for their fair market value. No approval of the Partners shall be required prior to the making of such distribution. For purposes of determining the amount of the distribution to be made to such Withdrawing Partner, and the value of each of the Partnership’s assets, the Partnership’s annual or quarterly financial statements, as the case may be, prepared in accordance with Section 15.3 of this Agreement for the period which includes the Forced Withdrawal Date shall be deemed to be conclusive unless the Withdrawing Partner objects to such valuation within twenty (20) days of receipt of the General Partner’s determination of the amount of the distribution to be made to such Withdrawing Partner, in which case, the General Partner shall choose a nationally prominent appraisal firm or investment bank and the Withdrawing Partner shall choose a second nationally prominent appraisal firm or investment bank. Each such approved firm or investment bank shall then mutually select a third nationally prominent appraisal firm or investment bank who shall appraise the Partnership’s assets and determine the amount of its liabilities at their respective present values to arrive at the net asset value of the Partnership. Such appraisal shall be completed within one hundred eighty (180) days after the Forced Withdrawal Date and shall be conclusive and binding on the parties. If, after taking into account the appraisal made by the selected appraiser, the net asset value of the Partnership as determined pursuant to this Section 18.19.2 is (1) greater than the net asset value as determined by the General Partner by ten percent (10%) or more, the Partnership shall bear the expense of the appraisal, or (2) less than the net asset value as determined by the Withdrawing Partner by ten percent (10%) or more, the Withdrawing Partner shall bear the expense of the appraisal and in any other case, the Partnership and the Withdrawing Partner shall each bear half of the expense of the appraisalconclusive. Such distribution to the Withdrawing Partner shall be payable in cash or cash equivalents. (d4) Upon the withdrawal of any Withdrawing Partner from the Partnership pursuant to this Section 18.19.210.19, the Partners (including the Withdrawing Partner) shall enter into an amendment to this Agreement reflecting such withdrawal and amending such provisions of this Agreement, including without limitation the provisions regarding allocations and distributions during the term of the Partnership and upon its liquidation, as may be appropriate, so that the intent, spirit, operation and effect of such allocation, distribution and other provisions shall, to the maximum extent possible, be preserved after taking into account the withdrawal of such Withdrawing Partner. 1. XxxxxxThe maximum permitted leverage for the Partnership is sixty-Xxxxx Group VIIfive percent (65%) of aggregate gross fair market value on a total portfolio basis when properties are Stabilized, L.P. 0000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx Xxxxxx Philadelphia, PA 19104-2868 Re: Commitment to Invest in [ ] excluding any borrowings under any Credit Facility. 2. Five percent (5%) or less of the “Co-Investment Opportunity”) The undersigned Investor has received aggregate Committed Capital Contributions of the Co-Investment Opportunity MemorandumPartnership may be used for unentitled land. 3. By executing this Commitment Letter, the Investor commits to invest in the Co-Investment Opportunity an amount up to, but not to exceed, the Requested Co-Investment Amount, as determined by the General Partner pursuant to Section 6.1.8(bNo single Project may utilize more than twenty percent (20%) of the Partnership Agreement. The Investor agrees aggregate Committed Capital Contributions of the Partnership; provided, however, that this commitment is irrevocable and restriction will not subject apply to any contingencies on portfolio acquisitions if no single Project within the part portfolio exceeds this limit. 4. No more than five percent (5%) of the Investoraggregate Committed Capital Contributions of the Partnership may be used for hotel investments. 5. Requested Co-Investment Amount: $ Agreed to by: Name of Investor: Signature Date THIS COMMITMENT LETTER MUST BE RECEIVED BY THE GENERAL PARTNER NOT LATER THAN 15 DAYS FROM THE RECEIPT OF THE CO-INVESTMENT OPPORTUNITY MEMORANDUM. July 11, 2014 Kentucky Retirement Systems and Kentucky Retirement Systems Insurance Fund 0000 Xxxxxxxxxx Xx Xxxxxxxxx, XX 00000 Attn. Xxxxxx Xxxxxxx Re: Investment No investment in Xxxxxx-Xxxxx Real Estate Fund VII, L.P. Ladies and Gentlemen: This letter agreement (this “Agreement”) is being written and delivered to confirm certain agreements with regard to a Project outside the investment continental United States may be made by the Kentucky Retirement Systems and the Kentucky Retirement Systems Insurance Fund Partnership. 6. The Partnership shall not commence construction for new development of a Project unless at least thirty percent (collectively, “Investor”30%) in Xxxxxx-Xxxxx Real Estate Fund VII, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the Amended & Restated Agreement of Limited Partnership of the Partnership, dated as targeted occupancy level of March 21, 2014 (as amended from time such Project is subject to time, the “Partnership Agreement”), and the Subscription Agreement between the Partnership and Investor dated as of July 11, 2014 (the “Subscription Agreement”)pre-lease commitments. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Partnership Agreement or incorporated therein by reference in the Confidential Private Placement Memorandum issued by the Partnership, dated February 2013 (as amended and supplemented from time to time, the “Memorandum”). The General Partner, on behalf of the Partnership, and Investor agree that the terms of this Agreement shall be applicable to the investment by Investor in the Partnership, notwithstanding anything to the contrary contained in the Partnership Agreement or the Subscription AgreementPreapproved rates – any higher rates require Advisory Committee approval.

Partner Withdrawal. (a) Notwithstanding any provision in this Agreement to the contrary, upon written demand by the General Partner, a Partner shall either (i) reduce its total Commitment to the amount of its Commitment which has been funded (at which time the Schedule of Partners shall be deemed amended to reflect such reduction), (ii) have the distributions to which such Partner would otherwise be entitled be deposited into an escrow account or (iii) withdraw from the Partnership (such Partner being a “Withdrawing Partner”), effective immediately (the “Forced Withdrawal Date”), at the time and in the manner hereinafter provided, if the General Partner shall obtain and deliver to the affected Partner an opinion of counsel to the effect that the Partnership or the General Partner bears a material risk that it would be in violation of any applicable law, rule, regulation, order, directive, special measure that may be required by government regulators, or interpretation thereof by the appropriate regulatory authority having jurisdiction, and to which the Partnership or General Partner is subject, by continuing to have such Partner as a Partner. In the event of the issuance and delivery of such opinion of counsel, the General Partner shall promptly provide to each Partner a copy thereof, together with a copy of the written demand of the General Partner sent to the affected Partner. (b) Effective upon the Forced Withdrawal Date, the Withdrawing Partner shall cease to be a Partner of the Partnership for all purposes and, except for its right to receive payment for its Partnership interest as hereinafter provided, shall no longer be entitled to the rights of a Partner under this Agreement, including without limitation the right to receive allocations pursuant to Section 7.2 of this Agreement, the right to receive distributions during the term of the Partnership pursuant to Section 7.1 of this Agreement and upon liquidation of the Partnership pursuant to Section 13.2 of this Agreement and the right to vote on Partnership matters as provided in this Agreement. (c) As promptly as practicable following the Forced Withdrawal Date, there shall be distributed to the Withdrawing Partner, in full payment and satisfaction of its interest in the Partnership, an amount equal to the amount which such Withdrawing Partner would have been entitled to receive pursuant to Section 13.2 of this Agreement if the Partnership had been liquidated on and as of the Forced Withdrawal Date and all of the Partnership’s assets had been sold on such date for their fair market value. No approval of the Partners shall be required prior to the making of such distribution. For purposes of determining the amount of the distribution to be made to such Withdrawing Partner, and the value of each of the Partnership’s assets, the Partnership’s annual or quarterly financial statements, as the case may be, prepared in accordance with Section 15.3 of this Agreement for the period which includes the Forced Withdrawal Date shall be deemed to be conclusive unless the Withdrawing Partner objects to such valuation within twenty (20) days of receipt of the General Partner’s determination of the amount of the distribution to be made to such Withdrawing Partner, in which case, the General Partner shall choose a nationally prominent appraisal firm or investment bank and the Withdrawing Partner shall choose a second nationally prominent appraisal firm or investment bank. Each such approved firm or investment bank shall then mutually select a third nationally prominent appraisal firm or investment bank who shall appraise the Partnership’s assets and determine the amount of its liabilities at their respective present values to arrive at the net asset value of the Partnership. Such appraisal shall be completed within one hundred eighty (180) days after the Forced Withdrawal Date and shall be conclusive and binding on the parties. If, after taking into account the appraisal made by the selected appraiser, the net asset value of the Partnership as determined pursuant to this Section 18.19.2 is (1) greater than the net asset value as determined by the General Partner by ten percent (10%) or more, the Partnership shall bear the expense of the appraisal, or (2) less than the net asset value as determined by the Withdrawing Partner by ten percent (10%) or more, the Withdrawing Partner shall bear the expense of the appraisal and in any other case, the Partnership and the Withdrawing Partner shall each bear half of the expense of the appraisal. Such distribution to the Withdrawing Partner shall be payable in cash or cash equivalents. (d) Upon the withdrawal of any Withdrawing Partner from the Partnership pursuant to this Section 18.19.2, the Partners (including the Withdrawing Partner) shall enter into an amendment to this Agreement reflecting such withdrawal and amending such provisions of this Agreement, including without limitation the provisions regarding allocations and distributions during the term of the Partnership and upon its liquidation, as may be appropriate, so that the intent, spirit, operation and effect of such allocation, distribution and other provisions shall, to the maximum extent possible, be preserved after taking into account the withdrawal of such Withdrawing Partner. Xxxxxx-Xxxxx Group VII-B, L.P. 0000 Xxxx Xxxxxx, LLC 000 00xx Xxxxxx Xxxxx 0000 Xxx Xxxx Xxxxxx PhiladelphiaXxxxxxx, PA 19104-2868 XX 00000 Re: Commitment to Invest in [ ] (the “Co-Investment Opportunity”) The undersigned Investor has received the Co-Investment Opportunity Memorandum. By executing this Commitment Letter, the Investor commits to invest in the Co-Investment Opportunity an amount up to, but not to exceed, the Requested Co-Investment Amount, as determined by the General Partner pursuant to Section 6.1.8(b) of the Partnership Agreement. The Investor agrees that this commitment is irrevocable and not subject to any contingencies on the part of the Investor. Requested Co-Investment Amount: $ Agreed to by: Name of Investor: Signature Date THIS COMMITMENT LETTER MUST BE RECEIVED BY THE GENERAL PARTNER NOT LATER THAN 15 DAYS FROM THE RECEIPT OF THE CO-INVESTMENT OPPORTUNITY MEMORANDUM. July 11June 28, 2014 2017 Kentucky Retirement Systems and Kentucky Retirement Systems Insurance Trust Fund 0000 Xxxxxxxxxx Xx Xxxxxxxxx, XX 00000 Attn. X. Xxxxxxx Xxxxxx Xxxxxxx Re: Investment in Xxxxxx-Xxxxx Real Estate Fund VII-B, L.P. Ladies and Gentlemen: This letter agreement (this “Agreement”) is being written and delivered to confirm certain agreements with regard to the investment made by the Kentucky Retirement Systems and the Kentucky Retirement Systems Insurance Trust Fund (collectively, the “Investor”) in Xxxxxx-Xxxxxx Xxxxx Real Estate Fund VII-B, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the Amended & Restated Agreement of Limited Partnership of the Partnership, dated as of March 21October 7, 2014 2016 (as amended from time to time, the “Partnership Agreement”), and the Subscription Agreement between the Partnership and the Investor dated as of July 11June 28, 2014 2017 (the “Subscription Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Partnership Agreement or incorporated therein by reference in the Confidential Private Placement Memorandum issued by the Partnership, dated February 2013 April 2016 (as amended and supplemented from time to time, the “Memorandum”). The General Partner, on behalf of the Partnership, and the Investor agree that the terms of this Agreement shall be applicable to the investment by the Investor in the Partnership, notwithstanding anything to the contrary contained in the Partnership Agreement or the Subscription Agreement.