Common use of Redemption Distribution Clause in Contracts

Redemption Distribution. (A) On the Redemption Date the Partnership shall distribute to Prudential, as a "REDEMPTION DISTRIBUTION" in full redemption of the Prudential Interest, (i) the Partnership's entire right, title and interest in, to and under the Investment Notes (subject to the Prudential Guarantied Loan) and all rights in, to and under the other instruments and agreements relating to the Investment Loan (collectively, the "INVESTMENT LOAN DOCUMENTS") (provided that, -------- ---- the Partnership shall retain all claims, rights, obligations and liabilities under the Investment Loan Documents accruing prior to the Redemption Date (except the right to any accrued and unpaid interest under the Investment Notes distributed to Prudential as of the Redemption Date, which shall be paid to Prudential after the Redemption Date and which is included and accounted for in the calculation of the Fair Market Value of the Investment Notes pursuant to Exhibit A attached hereto), and if the Partnership retains any Remainder Notes --------- pursuant to the provisions of this Section 2(a) below, the Partnership shall ------------ retain all rights, obligations and liabilities under the Investment Loan Documents relating to such Remainder Notes, if any, retained by the Partnership (both accruing prior to and after the Redemption Date), (ii) if the Redemption Amount exceeds the aggregate Fair Market Value of the Investment Notes, cash in an amount equal to the difference between the Redemption Amount and the aggregate Fair Market Value of the Investment Notes, and (iii) if and to the extent that the Partnership has not already distributed to Prudential the OP Units, the OP Units. Notwithstanding the foregoing, if the aggregate Fair Market Value of all Investment Notes on the Redemption Date exceeds the Redemption Amount on such date, then (A) on the Redemption Date the Partnership shall assign to Prudential its entire interest in only such Investment Notes (in the order provided in the next sentence) that collectively have an aggregate Fair Market Value at the time of such assignment equal to the Redemption Amount, and (B) the Partnership shall cause any individual Investment Note which is only partially assigned to Prudential in accordance with the next sentence to be replaced by the issuer thereof with two notes in accordance with the terms and provisions of the next sentence. In connection with the distribution of Investment Notes pursuant to the immediately preceding sentence, the Partnership shall distribute to Prudential those Investment Notes with the latest maturity dates one by one beginning with the Investment Note with the latest maturity date and then the Investment Note with the next latest maturity date and so forth until the total Fair Market Value of all Investment Notes distributed to Prudential equals the Redemption Amount; provided that, if necessary in order to -------- ---- distribute to Prudential Investment Notes with a Fair Market Value exactly equal to the Redemption Amount, the last Investment Note to be distributed will be divided into two notes collectively having an aggregate principal amount equal to such original Investment Note and otherwise having identical terms, so that one of such notes (when taken together with the other Investment Notes distributed to Prudential in accordance with the order of priority set forth hereinabove) will have a Fair Market Value equal to the Redemption Amount and such note shall be assigned to Prudential by the Partnership. If less than all of the Investment Notes are assigned to Prudential in connection with the Redemption Distribution as provided above, the Investment Note(s) retained by the Partnership shall be collectively referred to herein as the "REMAINDER NOTES". (B) Concurrently with the Redemption Distribution, the Partnership shall execute and deliver to Prudential an Investment Loan Certificate in the form of Exhibit B attached hereto without modification. --------- (C) Concurrently with the Redemption Distribution, the Partnership shall assign to Prudential, and Prudential shall accept and assume, the Prudential Guarantied Loan and all instruments and agreements relating thereto, and Prudential shall thereafter be subject to all claims, rights, obligations and liabilities thereunder accruing from and after the Redemption Date (except that Prudential shall also assume and be subject to the obligation to pay all accrued but unpaid interest under such Prudential Guarantied Loan as of and including the Redemption Date to the extent the same has not yet become due and payable under the Prudential Guarantied Loan Documents); and the lender under such documents shall release the Partnership, in a writing delivered to the Partnership, from all claims, rights, obligations and liabilities thereunder accruing from and after the Redemption Date and from the obligation to pay any accrued and unpaid interest under such Prudential Guarantied Loan as of and including the Redemption Date to the extent such interest payment has not yet become due and payable under the Prudential Guarantied Loan Documents. (D) It shall be a condition precedent to the consummation of the transactions described in subsections (a), (b) and (c) above that all occur --------------- --- --- simultaneously. (E) Within thirty (30) days after the end of the calendar month in which the Redemption Date occurs, the Partnership and Prudential shall obtain all necessary and complete information regarding the Operating Profits or Operating Losses of the Partnership accruing from the date hereof through and including the Redemption Date and shall agree upon and make any necessary adjustments to the estimated Operating Profits or Operating Losses of the Partnership which were utilized in calculating the Fair Market Value of the Prudential Interest on the Redemption Date. If, after making such adjustments, the actual Operating Profits of the Partnership are greater than the estimated Operating Profits utilized to determine the Fair Market Value of the Prudential Interest on the Redemption Date, or the actual Operating Losses are less than the estimated Operating Losses, as the case may be, then the Partnership shall promptly make a cash payment to Prudential equal to the difference. If, after making such adjustments, the actual Operating Profits of the Partnership are less than the estimated Operating Profits utilized to determine the Fair Market Value of the Prudential Interest on the Redemption Date, or the actual Operating Losses are greater than the estimated Operating Losses, as the case may be, then Prudential shall promptly make a cash payment to the Partnership equal to the difference. In addition to the foregoing, if the Adjusted NEV of the Property has not been determined pursuant to Exhibit V of the Master Transaction Agreement as of the Redemption Date, then promptly following such determination of Adjusted NEV of the Property, if any, pursuant to said Exhibit V, if the Revised NEV of the Property exceeds the NEV of the Property, the Partnership shall pay to Prudential, in cash, a sum equal to such difference, and if the NEV of the Property exceeds the Revised NEV of the Property, then Prudential shall pay to the Partnership, in cash, a sum equal to such difference.

Redemption Distribution. (A) On the Redemption Date the Partnership shall distribute to PrudentialPIC, as a "REDEMPTION DISTRIBUTION" in full redemption of the Prudential PIC Interest, (i) the Partnership's entire right, title and interest in, to and under the Investment Notes (subject to the Prudential Guarantied Loan) and all rights in, to and under the other instruments and agreements relating to the Investment Loan (collectively, the "INVESTMENT LOAN DOCUMENTS") (provided that, the Partnership -------- ---- the Partnership shall retain all claims, rights, obligations and liabilities under the Investment Loan Documents accruing prior to the Redemption Date (except the right to any accrued and unpaid interest under the Investment Notes distributed to Prudential PIC as of the Redemption Date, which shall be paid to Prudential PIC after the Redemption Date and which is included and accounted for in the calculation of the Fair Market Value of the Investment Notes pursuant to Exhibit A attached --------- hereto), and if the Partnership retains any Remainder Notes --------- pursuant to the provisions of this Section 2(a) below, the Partnership shall ------------ retain all rights, ------------ obligations and liabilities under the Investment Loan Documents relating to such Remainder Notes, if any, retained by the Partnership (both accruing prior to and after the Redemption Date), (ii) if the Redemption Amount exceeds the aggregate Fair Market Value of the Investment Notes, cash in an amount equal to the difference between the Redemption Amount and the aggregate Fair Market Value of the Investment Notes, and (iii) if and to the extent that the Partnership has not already distributed to Prudential PIC the OP Units, the OP Units. Notwithstanding the foregoing, if the aggregate Fair Market Value of all Investment Notes on the Redemption Date exceeds the Redemption Amount on such date, then (A) on the Redemption Date the Partnership shall assign to Prudential PIC its entire interest in only such Investment Notes (in the order provided in the next sentence) that collectively have an aggregate Fair Market Value at the time of such assignment equal to the Redemption Amount, and (B) the Partnership shall cause any individual Investment Note which is only partially assigned to Prudential PIC in accordance with the next sentence to be replaced by the issuer thereof with two notes in accordance with the terms and provisions of the next sentence. In connection with the distribution of Investment Notes pursuant to the immediately preceding sentence, the Partnership shall distribute to Prudential PIC those Investment Notes with the latest maturity dates one by one beginning with the Investment Note with the latest maturity date and then the Investment Note with the next latest maturity date and so forth until the total Fair Market Value of all Investment Notes distributed to Prudential PIC equals the Redemption Amount; provided that, if necessary in -------- ---- order to -------- ---- distribute to Prudential PIC Investment Notes with a Fair Market Value exactly equal to the Redemption Amount, the last Investment Note to be distributed will be divided into two notes collectively having an aggregate principal amount equal to such original Investment Note and otherwise having identical terms, so that one of such notes (when taken together with the other Investment Notes distributed to Prudential PIC in accordance with the order of priority set forth hereinabove) will have a Fair Market Value equal to the Redemption Amount and such note shall be assigned to Prudential PIC by the Partnership. If less than all of the Investment Notes are assigned to Prudential PIC in connection with the Redemption Distribution as provided above, the Investment Note(s) retained by the Partnership shall be collectively referred to herein as the "REMAINDER NOTES". (B) Concurrently with the Redemption Distribution, the Partnership shall execute and deliver to Prudential PIC an Investment Loan Certificate in the form of Exhibit B attached hereto without modification. --------- (C) Concurrently with the Redemption Distribution, the Partnership shall assign to PrudentialPIC, and Prudential PIC shall accept and assume, the Prudential Guarantied Loan and all instruments and agreements relating thereto, and Prudential PIC shall thereafter be subject to all claims, rights, obligations and liabilities thereunder accruing from and after the Redemption Date (except that Prudential PIC shall also assume and be subject to the obligation to pay all accrued but unpaid interest under such Prudential Guarantied Loan as of and including the Redemption Date to the extent the same has not yet become due and payable under the Prudential Guarantied Loan Documents); and the lender under such documents shall release the Partnership, in a writing delivered to the Partnership, from all claims, rights, obligations and liabilities thereunder accruing from and after the Redemption Date and from the obligation to pay any accrued and unpaid interest under such Prudential Guarantied Loan as of and including the Redemption Date to the extent such interest payment has not yet become due and payable under the Prudential Guarantied Loan Documents. (D) It shall be a condition precedent to the consummation of the transactions described in subsections (a), (b) and (c) above that all occur --------------- --- --- simultaneously. (E) Within thirty (30) days after the end of the calendar month in which the Redemption Date occurs, the Partnership and Prudential PIC shall obtain all necessary and complete information regarding the Operating Profits or Operating Losses of the Partnership accruing from the date hereof through and including the Redemption Date and shall agree upon and make any necessary adjustments to the estimated Operating Profits or Operating Losses of the Partnership which were utilized in calculating the Fair Market Value of the Prudential PIC Interest on the Redemption Date. If, after making such adjustments, the actual Operating Profits of the Partnership are greater than the estimated Operating Profits utilized to determine the Fair Market Value of the Prudential PIC Interest on the Redemption Date, or the actual Operating Losses are less than the estimated Operating Losses, as the case may be, then the Partnership shall promptly make a cash payment to Prudential PIC equal to the difference. If, after making such adjustments, the actual Operating Profits of the Partnership are less than the estimated Operating Profits utilized to determine the Fair Market Value of the Prudential PIC Interest on the Redemption Date, or the actual Operating Losses are greater than the estimated Operating Losses, as the case may be, then Prudential PIC shall promptly make a cash payment to the Partnership equal to the difference. In addition to the foregoing, if the Adjusted NEV of the Property has not been determined pursuant to Exhibit V of the Master Transaction Agreement as of the Redemption Date, then promptly following such determination of Adjusted NEV of the Property, if any, pursuant to said Exhibit V, if the Revised NEV of the Property exceeds the NEV of the Property, the Partnership shall pay to PrudentialPIC, in cash, a sum equal to such difference, and if the NEV of the Property exceeds the Revised NEV of the Property, then Prudential PIC shall pay to the Partnership, in cash, a sum equal to such difference.

Redemption Distribution. (A) On the Redemption Date the Partnership shall distribute to PrudentialPIC, as a "REDEMPTION DISTRIBUTION" in full redemption of the Prudential PIC Interest, (i) the Partnership's entire right, title and interest in, to and under the Investment Notes (subject to the Prudential Guarantied Loan) and all rights in, to and under the other instruments and agreements relating to the Investment Loan (collectively, the "INVESTMENT LOAN DOCUMENTS") (provided that, the Partnership -------- ---- the Partnership shall retain all claims, rights, obligations and liabilities under the Investment Loan Documents accruing prior to the Redemption Date (except the right to any accrued and unpaid interest under the Investment Notes distributed to Prudential PIC as of the Redemption Date, which shall be paid to Prudential PIC after the Redemption Date and which is included and accounted for in the calculation of the Fair Market Value of the Investment Notes pursuant to Exhibit A attached --------- hereto), and if the Partnership retains any Remainder Notes --------- pursuant to the provisions of this Section 2(a) below, the Partnership shall ------------ retain all rights, ------------ obligations and liabilities under the Investment Loan Documents relating to such Remainder Notes, if any, retained by the Partnership (both accruing prior to and after the Redemption Date), (ii) if the Redemption Amount exceeds the aggregate Fair Market Value of the Investment Notes, cash in an amount equal to the difference between the Redemption Amount and the aggregate Fair Market Value of the Investment Notes, and (iii) if and to the extent that the Partnership has not already distributed to Prudential PIC the OP Units, the OP Units. Notwithstanding the foregoing, if the aggregate Fair Market Value of all Investment Notes on the Redemption Date exceeds the Redemption Amount on such date, then (A) on the Redemption Date the Partnership shall assign to Prudential PIC its entire interest in only such Investment Notes (in the order provided in the next sentence) that collectively have an aggregate Fair Market Value at the time of such assignment equal to the Redemption Amount, and (B) the Partnership shall cause any individual Investment Note which is only partially assigned to Prudential PIC in accordance with the next sentence to be replaced by the issuer thereof with two notes in accordance with the terms and provisions of the next sentence. In connection with the distribution of Investment Notes pursuant to the immediately preceding sentence, the Partnership shall distribute to Prudential PIC those Investment Notes with the latest maturity dates one by one beginning with the Investment Note with the latest maturity date and then the Investment Note with the next latest maturity date and so forth until the total Fair Market Value of all Investment Notes distributed to Prudential PIC equals the Redemption Amount; provided that, -------- ---- if necessary in order to -------- ---- distribute to Prudential PIC Investment Notes with a Fair Market Value exactly equal to the Redemption Amount, the last Investment Note to be distributed will be divided into two notes collectively having an aggregate principal amount equal to such original Investment Note and otherwise having identical terms, so that one of such notes (when taken together with the other Investment Notes distributed to Prudential PIC in accordance with the order of priority set forth hereinabove) will have a Fair Market Value equal to the Redemption Amount and such note shall be assigned to Prudential PIC by the Partnership. If less than all of the Investment Notes are assigned to Prudential PIC in connection with the Redemption Distribution as provided above, the Investment Note(s) retained by the Partnership shall be collectively referred to herein as the "REMAINDER NOTES". (B) Concurrently with the Redemption Distribution, the Partnership shall execute and deliver to Prudential PIC an Investment Loan Certificate in the form of Exhibit B attached hereto without modification. --------- (C) Concurrently with the Redemption Distribution, the Partnership shall assign to PrudentialPIC, and Prudential PIC shall accept and assume, the Prudential Guarantied Loan and all instruments and agreements relating thereto, and Prudential PIC shall thereafter be subject to all claims, rights, obligations and liabilities thereunder accruing from and after the Redemption Date (except that Prudential PIC shall also assume and be subject to the obligation to pay all accrued but unpaid interest under such Prudential Guarantied Loan as of and including the Redemption Date to the extent the same has not yet become due and payable under the Prudential Guarantied Loan Documents); and the lender under such documents shall release the Partnership, in a writing delivered to the Partnership, from all claims, rights, obligations and liabilities thereunder accruing from and after the Redemption Date and from the obligation to pay any accrued and unpaid interest under such Prudential Guarantied Loan as of and including the Redemption Date to the extent such interest payment has not yet become due and payable under the Prudential Guarantied Loan Documents. (D) It shall be a condition precedent to the consummation of the transactions described in subsections (a), (b) and (c) above that all occur --------------- --- --- simultaneously. (E) Within thirty (30) days after the end of the calendar month in which the Redemption Date occurs, the Partnership and Prudential PIC shall obtain all necessary and complete information regarding the Operating Profits or Operating Losses of the Partnership accruing from the date hereof through and including the Redemption Date and shall agree upon and make any necessary adjustments to the estimated Operating Profits or Operating Losses of the Partnership which were utilized in calculating the Fair Market Value of the Prudential PIC Interest on the Redemption Date. If, after making such adjustments, the actual Operating Profits of the Partnership are greater than the estimated Operating Profits utilized to determine the Fair Market Value of the Prudential PIC Interest on the Redemption Date, or the actual Operating Losses are less than the estimated Operating Losses, as the case may be, then the Partnership shall promptly make a cash payment to Prudential PIC equal to the difference. If, after making such adjustments, the actual Operating Profits of the Partnership are less than the estimated Operating Profits utilized to determine the Fair Market Value of the Prudential PIC Interest on the Redemption Date, or the actual Operating Losses are greater than the estimated Operating Losses, as the case may be, then Prudential PIC shall promptly make a cash payment to the Partnership equal to the difference. In addition to the foregoing, if the Adjusted NEV of the Property has not been determined pursuant to Exhibit V of the Master Transaction Agreement as of the Redemption Date, then promptly following such determination of Adjusted NEV of the Property, if any, pursuant to said Exhibit V, if the Revised NEV of the Property exceeds the NEV of the Property, the Partnership shall pay to PrudentialPIC, in cash, a sum equal to such difference, and if the NEV of the Property exceeds the Revised NEV of the Property, then Prudential PIC shall pay to the Partnership, in cash, a sum equal to such difference.