Common use of Partnership Right to Call Limited Partner Interests Clause in Contracts

Partnership Right to Call Limited Partner Interests. Notwithstanding any other provision of this Agreement, on and after the date on which the aggregate Percentage Interests of the Limited Partners are less than one percent (1%) (treating Series A Preferred Units as converted to Common Units), the Partnership shall have the right, but not the obligation, from time to time and at any time to redeem any and all outstanding Limited Partner Interests by treating any Limited Partner as a Common Tendering Party or Series A Tendering Party, as applicable, who has delivered a Common Unit Notice of Redemption or Series A Notice of Redemption for the amount of Common Units or Series A Preferred Units to be specified by the General Partner, in its sole and absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.6. Such notice given by the General Partner to a Limited Partner pursuant to this Section 8.6 shall be treated as if it were a Common Unit Notice of Redemption or Series A Unit Notice Redemption delivered to the General Partner by such Limited Partner. For purposes of this Section 8.6, (a) any Limited Partner (whether or not otherwise a Qualifying Common Party or Qualifying Series A Party) may, in the General Partner’s sole and absolute discretion, be treated as a Qualifying Common Party or Qualifying Series A Party that is a Common Tendering Party or Series A Tendering Party, as applicable, and (b) the provisions of Sections 15.1.F(2), 15.1.F(3), 16.5.A(7)(ii) and 16.5.A(7)(iii) hereof shall not apply, but the remainder of Section 15.1 or 16.5 hereof shall apply, mutatis mutandis.

Partnership Right to Call Limited Partner Interests. Notwithstanding any other provision of this Agreement, (x) on and after the date on which the aggregate Percentage Interests economic interests of the Limited Partners in the assets of the Partnership are less than one percent (1%), or (y) (treating Series at any time from and after the date hereof that the Partnership determines, in its sole and absolute discretion, that it is reasonably necessary for the General Partner to maintain or restore its status as a REIT or to satisfy the REIT Requirements that the Partnership redeem all or a portion of the Class A Convertible Preferred Units as converted to Common Units)held by any Limited Partner, then, at either such time, the Partnership shall have the right, but not the obligation, from time to time and at any such time to redeem any and all outstanding Limited Partner Interests by treating any Limited Partner as a Common Tendering Party or Series A Tendering Party, as applicable, who has delivered a Common Unit Notice of Redemption or Series A Notice of Redemption pursuant to Section 8.5 hereof for the amount of Common Units or Series A Preferred Units to be specified by the General Partner, in its sole and absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.68.5.11. Such notice given by the General Partner to a Limited Partner pursuant to this Section 8.6 8.5.11 shall be treated as if it were a Common Unit Notice of Redemption or Series A Unit Notice Redemption delivered to the General Partner by such Limited Partner. For purposes of this Section 8.68.5.11, (a) any Limited Partner (whether or not otherwise a Qualifying Common Party or Qualifying Series A Party) may, in the General Partner’s sole and absolute discretion, be treated as a Qualifying Common Party or Qualifying Series A Party that is a Common Tendering Party or Series A Tendering Party, as applicable, and (b) the provisions of Sections 15.1.F(28.5.9(b), 15.1.F(3), 16.5.A(7)(ii) and 16.5.A(7)(iii8.5.9(c) hereof shall not apply, but the remainder of Section 15.1 or 16.5 8.5 hereof shall apply, mutatis mutandis.

Partnership Right to Call Limited Partner Interests. Notwithstanding any other provision of this Agreement, (x) on and after the date on which the aggregate Percentage Interests economic interests of the Limited Partners in the assets of the Partnership are less than one percent (1%), or (y) (treating Series at any time from and after the date hereof that the Partnership determines, in its sole and absolute discretion, that it is reasonably necessary for the General Partner to maintain or restore its status as a REIT or to satisfy the REIT Requirements that the Partnership redeem all or a portion of the Class A Convertible Preferred Units as converted to Common Units)held by any Limited Partner, then, at either such time, the Partnership shall have the right, but not the obligation, from time to time and at any such time to redeem any and all outstanding Limited Partner Interests by treating any Limited Partner as a Common Tendering Party or Series A Tendering Party, as applicable, who has delivered a Common Unit Notice of Redemption or Series A Notice of Redemption pursuant to Section 8.5 hereof for the amount of Common Units or Series A Preferred Units to be specified by the General Partner, in its sole and absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.68.5.9. Such notice given by the General Partner to a Limited Partner pursuant to this Section 8.6 8.5.9 shall be treated as if it were a Common Unit Notice of Redemption or Series A Unit Notice Redemption delivered to the General Partner by such Limited Partner. For purposes of this Section 8.68.5.9, (a) any Limited Partner (whether or not otherwise a Qualifying Common Party or Qualifying Series A Party) may, in the General Partner’s sole and absolute discretion, be treated as a Qualifying Common Party or Qualifying Series A Party that is a Common Tendering Party or Series A Tendering Party, as applicable, and (b) the provisions of Sections 15.1.F(28.5.7(b), 15.1.F(3), 16.5.A(7)(ii) and 16.5.A(7)(iii8.5.7(c) hereof shall not apply, but the remainder of Section 15.1 or 16.5 8.5 hereof shall apply, mutatis mutandis.

Partnership Right to Call Limited Partner Interests. Notwithstanding any other provision of this Agreement, on and after the date on which the aggregate Percentage Interests of the Limited Partners are less than one percent (1%) (treating Series A Preferred Units as converted to Common Units), the Partnership shall have the right, but not the obligation, from time to time and at any time to redeem any and all outstanding Limited Partner Interests by treating any Limited Partner as a Common Tendering Party or Series A Tendering Party, as applicable, who has delivered a Common Unit Notice of Redemption or Series A Notice of Redemption for the amount of Common Units or Series A Preferred Units to be specified by the General Partner, in its sole and absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.6. Such notice given by the General Partner to a Limited Partner pursuant to this Section 8.6 shall be treated as if it were a Common Unit Notice of Redemption or Series A Unit Notice Redemption delivered to the General Partner by such Limited Partner. For purposes of this Section 8.6, (a) any Limited Partner (whether or not otherwise a Qualifying Common Party or Qualifying Series A Party) may, in the General Partner’s 's sole and absolute discretion, be treated as a Qualifying Common Party or Qualifying Series A Party that is a Common Tendering Party or Series A Tendering Party, as applicable, and (b) the provisions of Sections 15.1.F(2), 15.1.F(3), 16.5.A(7)(ii) and 16.5.A(7)(iii) hereof shall not apply, but the remainder of Section 15.1 or 16.5 hereof shall apply, mutatis mutandis.

Partnership Right to Call Limited Partner Interests. Notwithstanding any other provision of this Agreement, on and after the date on which the aggregate Percentage Interests of the Limited Partners (other than the Special Limited Partners) are less than one percent (1%) (treating Series A Preferred Units as converted to Common Units), the Partnership shall have the right, but not the obligation, from time to time and at any time to redeem any and all outstanding Limited Partner Interests (other than the Special Limited Partners' Limited Partner Interests) by treating any Limited Partner as a Common Tendering Party or Series A Tendering Party, as applicable, who has delivered a Common Unit Notice of Redemption or Series A Notice of Redemption pursuant to Section 16.1 hereof for the amount of Partnership Common Units or Series A Preferred Units to be specified by the Managing General Partner, in its sole and absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.6. Such notice given by the Managing General Partner to a Limited Partner pursuant to this Section 8.6 shall be treated as if it were a Common Unit Notice of Redemption or Series A Unit Notice Redemption delivered to the Managing General Partner by such Limited Partner. For purposes of this Section 8.6, (a) any Limited Partner (whether or not otherwise a Qualifying Common Party or Qualifying Series A Party) may, in the Managing General Partner’s 's sole and absolute discretion, be treated as a Qualifying Common Party or Qualifying Series A Party that is a Common Tendering Party or Series A Tendering Party, as applicable, and (b) the provisions of Sections 15.1.F(216.1.D(1), 15.1.F(3), 16.5.A(7)(ii16.1.F(2) and 16.5.A(7)(iii16.1.F(3) hereof shall not apply, but the remainder of Section 15.1 or 16.5 16.1 hereof shall apply, mutatis ------- mutandis.. --------

Partnership Right to Call Limited Partner Interests. Notwithstanding any other provision of this Agreement, on and after the date on which the aggregate Percentage Interests of the Limited Partners (other than the Special Limited Partner, any Limited Partner that is an affiliate of The Blackstone Group L.P. or any Limited Partner that is Starwood Capital Group Global, L.P. or one of its affiliates) are less than one percent (1%) (treating Series A Preferred Units as converted to Common Units), the Partnership shall have the right, but not the obligation, from time to time and at any time to redeem any and all outstanding Limited Partner Interests (other than the Special Limited Partner’s Limited Partner Interests, the Limited Partner Interests of any affiliate of The Blackstone Group L.P. or the Limited Partner Interests of Starwood Capital Group Global, L.P. or any of its affiliates) by treating any such Limited Partner as a Common Tendering Party or Series A Tendering Party, as applicable, who has delivered a Common Unit Notice of Redemption or Series A Notice of Redemption pursuant to Section 15.1 hereof for the amount of Partnership Common Units or Series A Preferred Units to be specified by the General Partner, in its sole and absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.6. Such notice given by the General Partner to a Limited Partner pursuant to this Section 8.6 shall be treated as if it were a Common Unit Notice of Redemption or Series A Unit Notice Redemption delivered to the General Partner by such Limited Partner. For purposes of this Section 8.6, (a) any Limited Partner (whether or not otherwise a Qualifying Common Party or Qualifying Series A Party) may, in the General Partner’s sole and absolute discretion, be treated as a Qualifying Common Party or Qualifying Series A Party that is a Common Tendering Party or Series A Tendering Party, as applicable, and (b) the provisions of Sections 15.1.F(2), 15.1.F(3), 16.5.A(7)(ii) and 16.5.A(7)(iii15.1.F(3) hereof shall not apply, but the remainder of Section 15.1 or 16.5 hereof shall apply, mutatis mutandis.

Partnership Right to Call Limited Partner Interests. Notwithstanding any other provision of this Agreement, (x) on and after the date on which the aggregate Percentage Interests economic interests of the Limited Partners in the assets of the Partnership are less than one percent (1%), or (y) (treating Series at any time from and after the date hereof that the Partnership determines, in its sole and absolute discretion, that it is reasonably necessary for the General Partner to maintain or restore its status as a REIT or to satisfy the REIT Requirements that the Partnership redeem all or a portion of the Class A Convertible Preferred Units as converted to Common Units)held by any Limited Partner, then, at either such time, the Partnership shall have the right, but not the obligation, from time to time and at any such time to redeem any and all outstanding Limited Partner Interests by treating any Limited Partner as a Common Tendering Party or Series A Tendering Party, as applicable, who has delivered a Common Unit Notice of Redemption or Series A Notice of Redemption pursuant to Section 8.5 hereof for the amount of Common Units or Series A Preferred Units to be specified by the General Partner, in its sole and absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.68.5.10. Such notice given by the General Partner to a Limited Partner pursuant to this Section 8.6 8.5.10 shall be treated as if it were a Common Unit Notice of Redemption or Series A Unit Notice Redemption delivered to the General Partner by such Limited Partner. For purposes of this Section 8.68.5.10, (a) any Limited Partner (whether or not otherwise a Qualifying Common Party or Qualifying Series A Party) may, in the General Partner’s sole and absolute discretion, be treated as a Qualifying Common Party or Qualifying Series A Party that is a Common Tendering Party or Series A Tendering Party, as applicable, and (b) the provisions of Sections 15.1.F(28.5.8(b), 15.1.F(3), 16.5.A(7)(ii) and 16.5.A(7)(iii8.5.8(c) hereof shall not apply, but the remainder of Section 15.1 or 16.5 8.5 hereof shall apply, mutatis mutandis.

Partnership Right to Call Limited Partner Interests. Notwithstanding any other provision of this Agreement, on and after the date on which the aggregate Percentage Interests number of outstanding Class A or Class B Units, as the case may be, is less than five percent (5%) of the Limited Partners are less than one aggregate number of Class A Units issued under the Contribution Agreements or five percent (15%) (treating Series A Preferred of the aggregate number of Class B Units as converted to Common Units)issued under the Xxxx Contribution Agreements, the Partnership shall have the right, but not the obligation, from time to time and at any time to redeem any and all outstanding Limited Partner Interests Class A or Class B Units, as applicable for the Cash Amount, by treating any Limited Partner as a Common Tendering Party or Series A Tendering Party, as applicable, who has delivered a Common Unit Notice of Redemption or Series A Notice of Redemption pursuant to Section 9.5 hereof for the amount of Common Units Class A or Series A Preferred Class B Units to be specified by the General Partner, in its sole and absolute discretion, by notice to such Limited Partner that the Partnership has elected to exercise its rights under this Section 8.69.8; provided, however, that no Class A Units may be repurchased pursuant to this Section 9.8 until all Class A Units required to be issued under the Contribution Agreements shall have been issued. Such notice given by the General Partner to a Limited Partner pursuant to this Section 8.6 9.8 shall be treated as if it were a Common Unit Notice of Redemption or Series A Unit Notice Redemption delivered to the General Partner by such Limited Partner. For purposes of this Section 8.69.8, (a) any Limited Partner holding Class A or Class B Units (whether or not otherwise a Qualifying Common Party or Qualifying Series A Party) may, in the General Partner’s 's sole and absolute discretion, be treated as a Qualifying Common Party or Qualifying Series A Party that is a Common Tendering Party or Series A Tendering Party, as applicable, and (b) the provisions of Sections 15.1.F(2)9.5.C, 15.1.F(3)9.5.E, 16.5.A(7)(ii) 9.5.H and 16.5.A(7)(iii) 9.5.L hereof shall not apply, but the remainder of Section 15.1 or 16.5 9.5 hereof shall apply, mutatis mutandisapply with such adjustments as shall be necessary in the circumstances.