Common use of Redemption of Special Partnership Units Upon a Termination Event Clause in Contracts

Redemption of Special Partnership Units Upon a Termination Event. Upon the occurrence of a Termination Event, the Special Partnership Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the Special OP Unitholders under Section 5.2(b)(i)(B)(2) if all assets of the Partnership had been sold for their Appraised Value and all liabilities of the Partnership had been satisfied in full according to their terms. Payment to Special OP Unitholders upon a Termination Event shall consist of a non-interest bearing promissory note that will be repaid using the entire net proceeds of each sale of an asset or assets of the Partnership in connection with or following the occurrence of the Termination Event. However, payments may not be made under a promissory note issued in connection with a Termination Event until either (a) the closing of asset sales that result in aggregate, cumulative distributions to the OP Unitholders of the Partnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership (less any amounts received in redemption of their Partnership Interests) plus a 7.0% cumulative non-compounded annual pre-tax return thereon, or (b) a Listing (each a “Subsequent Liquidity Event.”) In addition, the amount of the promissory note issued in connection with a Termination Event will be subject to reduction as of the date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the holder of the promissory note does not receive in excess of 15.0% of the distributions of Net Sales Proceeds that are made or are deemed to be made by the Partnership after the OP Unitholders have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership (less any amounts received in redemption of their Partnership Interests) plus a 7.0% cumulative noncompounded annual pre-tax return thereon.

Redemption of Special Partnership Units Upon a Termination Event. Upon the occurrence of a Termination Event, the Special Partnership Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the Special OP Unitholders under Section 5.2(b)(i)(B)(25.02(b)(ii)(C)(2) if all assets of the Partnership had been sold for their Appraised Value and all liabilities of the Partnership had been satisfied in full according to their terms. Payment to Special OP Unitholders upon a Termination Event shall consist of a non-interest bearing promissory note that will be repaid using the entire net proceeds of each sale of an asset or assets of the Partnership in connection with or following the occurrence of the Termination Event. However, payments may not be made under a promissory note issued in connection with a Termination Event until either (a) the closing of asset sales that result in aggregate, cumulative distributions to the OP Unitholders of the Partnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership (less any amounts received in redemption of their Partnership Interests) plus a 7.0% cumulative non-compounded annual pre-tax return thereon, or (b) a Listing (each a “Subsequent Liquidity Event.”) ). In addition, the amount of the promissory note issued in connection with a Termination Event will be subject to reduction as of the date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the holder of the promissory note does not receive in excess of 15.0% of the distributions of Net Sales Proceeds that are made or are deemed to be made by the Partnership after the OP Unitholders have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership (less any amounts received in redemption of their Partnership Interests) plus a 7.0% cumulative noncompounded annual pre-tax return thereon.

Redemption of Special Partnership Units Upon a Termination Event. Upon the occurrence of a Termination Event, the Special Partnership Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the Special OP Unitholders under Section 5.2(b)(i)(B)(25.02(b)(i)(B)(2) if all assets of the Partnership had been sold for their Appraised Value and all liabilities of the Partnership had been satisfied in full according to their terms. Payment to Special OP Unitholders upon a Termination Event shall consist of a non-interest bearing promissory note that will be repaid using the entire net proceeds of each sale of an asset or assets of the Partnership in connection with or following the occurrence of the Termination Event. However, payments may not be made under a promissory note issued in connection with a Termination Event until either (a) the closing of asset sales that result in aggregate, cumulative distributions to the OP Unitholders of the Partnership from operating income, sales proceeds and other sources in an amount equal to their Capital Contributions to the Partnership (less any amounts received in redemption of their Partnership Interests) plus a 7.0% cumulative non-compounded annual pre-tax return thereon, or (b) a Listing (each a “"Subsequent Liquidity Event.”") In addition, the amount of the promissory note issued in connection with a Termination Event will be subject to reduction as of the date of the Subsequent Liquidity Event by an amount that will ensure that, in connection with the Subsequent Liquidity Event, the holder of the promissory note does not receive in excess of 15.0% of the distributions of Net Sales Proceeds that are made or are deemed to be made by the Partnership after the OP Unitholders have received or are deemed to have received aggregate, cumulative distributions equal to their Capital Contributions to the Partnership (less any amounts received in redemption of their Partnership Interests) plus a 7.0% cumulative noncompounded annual pre-tax return thereon.