Common use of Percentage Interest Adjustments Clause in Contracts

Percentage Interest Adjustments. Upon the acceptance of additional Capital Contributions in exchange for Partnership Units and if the Partnership shall have outstanding more than one class of Partnership Interests, the Percentage Interest related thereto shall be equal to a fraction, the numerator of which is equal to the amount of cash, if any, plus the Agreed Value of Contributed Property, if any, contributed with respect to such additional Partnership Units and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership Interests for all outstanding classes (computed as of the Business Day immediately preceding the date on which the additional Capital Contributions are made (an "Adjustment Date")) plus (ii) the aggregate amount of additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of such additional Partnership Units. The Percentage Interest of each other Partner holding Partnership Interests not making a full pro rata Capital Contribution shall be adjusted to a fraction the numerator of which is equal to the sum of (i) the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) plus (ii) the amount of additional Capital Contributions (such amount being equal to the amount of cash, if any, plus the Agreed Value of Contributed Property, if any, so contributed), if any, made by such Partner to the Partnership in respect of such Partnership Interest as of such Adjustment Date and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership Interests of all outstanding classes (computed as of the Business Day immediately preceding such Adjustment Date) plus (ii) the aggregate amount of the additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of such additional Partnership Interests. For purposes of calculating a Partner's Percentage Interest pursuant to this Section 4.2.B, cash Capital Contributions by the General Partner will be deemed to equal the cash contributed by the General Partner plus (a) in the case of cash contributions funded by an offering of any equity interests in or other securities of the General Partner, the offering costs attributable to the cash contributed to the Partnership, and (b) in the case of Partnership Units issued pursuant to Section 7.5.E, an amount equal to the difference between the Value of the Shares sold pursuant to any Share Option Plan and the net proceeds of such sale.

Percentage Interest Adjustments. Upon In the acceptance of additional Capital Contributions in exchange for Partnership Units and if event that the Partnership shall have outstanding more than one class issues additional Partnership Interests (including additional classes of Partnership Interests, (but excluding OP Units issued upon the redemption of Preferred Units), the General Partner shall allocate to such additional Partnership Interests a Percentage Interest related thereto shall be in the Partnership equal to a fraction, the numerator of which is equal to either (a) such amount as may be fixed by agreement between the General Partner, in the General Partner’s sole discretion, and the Contributing ACTIVE/98509230.8 Partner or (b) the amount of cash, if any, plus the Agreed Gross Asset Value of Contributed Propertythe property, if any, contributed as additional Capital Contributions (net of any debt to which such property is subject or assumed by the Partnership in connection with such contribution) with respect to such additional Partnership Units Interests and the denominator of which is equal to the sum fair market value (as determined by the General Partner as of (ithe date of such contribution taking into account such contribution) the Deemed Value of all the Partnership Interests for all outstanding classes of Partnership Interests (computed as of the Business Day immediately preceding the date on which the additional Capital Contributions are made (an "Adjustment Date")) plus (ii) the aggregate amount of additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of including such additional Partnership UnitsInterests). The Percentage Interest To the extent that any such issuance of each other Partner holding additional Partnership Interests not making a full pro rata Capital Contribution shall be adjusted to a fraction results in an overall decrease (the numerator of which is equal to “Percentage Decrease”) in the sum of (i) the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) plus (ii) the amount of additional Capital Contributions (such amount being equal to the amount of cash, if any, plus the Agreed Value of Contributed Property, if any, so contributed), if any, made by such Partner to aggregate Percentage Interests in the Partnership in respect of such Partnership Interest as of such Adjustment Date and the denominator of which is equal to the sum of (i) the Deemed Value represented by all of the Partnership Interests of all that were outstanding classes (computed as of before the Business Day immediately preceding such Adjustment Date) plus (ii) the aggregate amount issuance of the additional Capital Contributions contributed Partnership Interests, the Percentage Decrease shall be allocated among the classes of Partnership Interests outstanding prior to the issuance of the additional Partnership on Interests in accordance with such Adjustment Date classes’ respective Percentage Interests in respect the Partnership as determined prior to the issuance of such the additional Partnership Interests. For purposes of calculating Similarly, to the extent that a Partner's Percentage Interest pursuant to this Section 4.2.B, cash Capital Contributions redemption by the General Partner will be deemed to equal of any Partnership Interests for cash results in an overall increase (the cash contributed by the General Partner plus (a“Percentage Increase”) in the case aggregate Percentage Interests in the Partnership represented by the remaining Partnership Interests outstanding after the redemption (the “Remaining Interests”), the Percentage Increase shall be allocated among the classes of cash contributions funded Remaining Interests by an offering multiplying the Percentage Increase by a fraction equal to the aggregate pre-redemption Percentage Interests of all Remaining Interests of the particular class divided by the aggregate pre-redemption Percentage Interests of all Remaining Interests of all classes. Upon the redemption of any equity interests in or other securities of the General PartnerPreferred Units for OP Units, the offering costs aggregate Percentage Interest allocated to that class of Preferred Units shall be reduced by the total Percentage Interests attributable to the cash contributed redeemed Preferred Units (the “Preferred Redemption Percentage”), and the aggregate Percentage Interest allocated to the Partnership, and (b) in the case of Partnership OP Units issued pursuant to Section 7.5.E, an amount equal to the difference between the Value of the Shares sold pursuant to any Share Option Plan and the net proceeds of such saleshall be increased by that Preferred Redemption Percentage.

Percentage Interest Adjustments. in the Case of Capital ------------------------------------------------------ Contributions for Partnership Units. Upon the acceptance of additional Capital ----------------------------------- Contributions in exchange for Partnership Units and if the Partnership shall have outstanding more than one class of Partnership InterestsUnits, the Percentage Interest related thereto shall be equal to a fraction, the numerator of which is equal to the amount of cash, if any, plus cash and the Agreed Value of Contributed Property, if any, the Property contributed with respect to such additional Partnership Units and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership Interests for all outstanding classes (computed as of the Business Day immediately preceding the date on which the additional Capital Contributions are made (an "Adjustment Date")) plus and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership Interests of such class (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the aggregate amount of additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of such additional class of Partnership UnitsInterests. The Percentage Interest of each other Partner holding Partnership Interests of such class not making a full pro rata --- ---- Capital Contribution shall be adjusted to equal a fraction fraction, the numerator of which is equal to the sum of (i) the Deemed Partnership Interest Value of such Limited Partner of such class (computed as of the Business Day immediately preceding the Adjustment Date) plus and (ii) the amount of additional Capital Contributions (such amount being equal to the amount of cash, if any, plus the Agreed Value of Contributed Property, if any, so contributed), if any, made by such Partner to the Partnership in respect of such class of Partnership Interest Interests as of such Adjustment Date Date, and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership Interests of all outstanding classes such class (computed as of the Business Day immediately preceding such the Adjustment Date) ), plus (ii) the aggregate amount of the additional Capital ---- Contributions contributed to the Partnership on such Adjustment Date in respect of such additional Partnership Interestsclass. For Notwithstanding the foregoing, solely for purposes of calculating a Partner's Percentage Interest pursuant to this Section 4.2.B4.3.E, cash Capital Contributions by the General Partner will be deemed to equal the cash contributed by the General Partner plus (a) plus, in the case of cash contributions funded by an offering of any equity interests in or other securities capital stock of the General Partner, the offering costs attributable to the cash contributed to the Partnership. The General Partner shall promptly give each Partner written notice of its Percentage Interest, and (b) in the case of Partnership Units issued pursuant to Section 7.5.E, an amount equal to the difference between the Value of the Shares sold pursuant to any Share Option Plan and the net proceeds of such saleas adjusted.

Percentage Interest Adjustments. Upon In the acceptance of additional Capital Contributions in exchange for Partnership Units and if event that the Partnership shall have outstanding more than one class issues additional Partnership Interests (including additional classes of Partnership Interests, (but excluding OP Units issued upon the redemption of Preferred Units), the General Partner shall allocate to such additional Partnership Interests a Percentage Interest related thereto shall be in the Partnership equal to a fraction, the numerator of which is equal to either (a) such amount as may be fixed by agreement between the General Partner, in the General Partner's sole discretion, and the Contributing Partner or (b) the amount of cash, if any, plus the Agreed Gross Asset Value of Contributed Propertythe property, if any, contributed as additional Capital Contributions (net of any debt to which such property is subject or assumed by the Partnership in connection with such contribution) with respect to such additional Partnership Units Interests and the denominator of which is equal to the sum fair market value (as determined by the General Partner as of (ithe date of such contribution taking into account such contribution) the Deemed Value of all the Partnership Interests for all outstanding classes of Partnership Interests (computed as of the Business Day immediately preceding the date on which the additional Capital Contributions are made (an "Adjustment Date")) plus (ii) the aggregate amount of additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of including such additional Partnership UnitsInterests). The Percentage Interest To the extent that any such issuance of each other Partner holding additional Partnership Interests not making a full pro rata Capital Contribution shall be adjusted to a fraction results in an overall decrease (the numerator of which is equal to "Percentage Decrease") in the sum of (i) the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) plus (ii) the amount of additional Capital Contributions (such amount being equal to the amount of cash, if any, plus the Agreed Value of Contributed Property, if any, so contributed), if any, made by such Partner to aggregate Percentage Interests in the Partnership in respect of such Partnership Interest as of such Adjustment Date and the denominator of which is equal to the sum of (i) the Deemed Value represented by all of the Partnership Interests of all that were outstanding classes (computed as of before the Business Day immediately preceding such Adjustment Date) plus (ii) the aggregate amount issuance of the additional Capital Contributions contributed Partnership Interests, the Percentage Decrease shall be allocated among the classes of Partnership Interests outstanding prior to the issuance of the additional Partnership on Interests in accordance with such Adjustment Date classes' respective Percentage Interests in respect the Partnership as determined prior to the issuance of such the additional Partnership Interests. For purposes of calculating Similarly, to the extent that a Partner's Percentage Interest pursuant to this Section 4.2.B, cash Capital Contributions redemption by the General Partner will be deemed to equal of any Partnership Interests for cash results in an overall increase (the cash contributed by the General Partner plus (a"Percentage Increase") in the case aggregate Percentage Interests in the Partnership represented by the remaining Partnership Interests outstanding after the redemption (the "Remaining Interests"), the Percentage Increase shall be allocated among the classes of cash contributions funded Remaining Interests by an offering multiplying the Percentage Increase by a fraction equal to the aggregate pre-redemption Percentage Interests of all Remaining Interests of the particular class divided by the aggregate pre-redemption Percentage Interests of all Remaining Interests of all classes. Upon the redemption of any equity interests in or other securities of the General PartnerPreferred Units for OP Units, the offering costs aggregate Percentage Interest allocated to that class of Preferred Units shall be reduced by the total Percentage Interests attributable to the cash contributed redeemed Preferred Units (the "Preferred Redemption Percentage"), and the aggregate Percentage Interest allocated to the Partnership, and (b) in the case of Partnership OP Units issued pursuant to Section 7.5.E, an amount equal to the difference between the Value of the Shares sold pursuant to any Share Option Plan and the net proceeds of such saleshall be increased by that Preferred Redemption Percentage.

Percentage Interest Adjustments. Upon the acceptance of ------------------------------- additional cash Capital Contributions in exchange for Partnership Units and if the Partnership shall have outstanding more than one class of Partnership Interestspursuant to this Section 4.3, the Percentage Interest related thereto shall be equal to a fraction, the numerator of which is equal to the amount of cash, if any, plus the Agreed Value of Contributed Property, if any, cash contributed with respect to such additional Partnership Units and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership Interests for all outstanding classes (computed as of the Business Day immediately preceding the date on which the additional Capital Contributions are made (an "Adjustment Date")) plus and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the aggregate amount of additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of such additional Partnership UnitsDate. The Percentage Interest of each other Partner holding Partnership Interests not making a full pro rata Capital --- ---- Contribution shall be adjusted to equal to a fraction fraction, the numerator of which is equal to the sum of (i) the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Adjustment Date) plus and (ii) the amount of additional Capital Contributions (such amount being equal to the amount of cash, if any, plus the Agreed Value of Contributed Property, if any, so contributed), if any, capital contributions made by such Partner Partners to the Partnership in respect of such Partnership Interest as of such Adjustment Date Date, and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership Interests of all outstanding classes (computed as of the Business Day immediately preceding such the Adjustment Date) ), plus (ii) the aggregate amount of the additional ---- Capital Contributions contributed by all Partners and/or third parties to the Partnership on such Adjustment Date in respect of such additional Partnership InterestsDate. For Provided, however, solely for purposes of calculating a Partner's Percentage Interest Interests pursuant to this Section 4.2.B4.3.F, cash Capital Contributions by the General Partner will be deemed to equal the cash contributed by the General Partner plus (a) plus, in the case of cash contributions funded by an offering of any equity interests in or other securities of the General PartnerREIT Shares, the offering costs attributable to the cash contributed to the Partnership. The General Partner shall promptly give each Partner written notice of its Percentage Interest, and (b) in the case of Partnership Units issued pursuant to Section 7.5.E, an amount equal to the difference between the Value of the Shares sold pursuant to any Share Option Plan and the net proceeds of such saleas adjusted.