Common use of Redemptions by the Advisor Upon Merger Clause in Contracts

Redemptions by the Advisor Upon Merger. If the Advisor has not been terminated under the Advisory Agreement as of the closing date of a Merger, the Advisor (in its capacity as Partner) shall receive a cash payment in redemption of all of the Partnership Units held by the Advisor, which shall be paid within five (5) Business Days of the closing date set forth in the agreement effecting such Merger (the “Merger Closing Date”) in an amount equal to (x) the Redemption Amount, plus (y) 15% of the amount, if any, by which (I) the gross agreed upon value of the Partnership’s Included Assets pursuant to any agreement effecting such Merger, less any indebtedness for monies borrowed secured by such assets as of the Merger Closing Date, plus the cumulative distributions made to the General Partner and the Limited Partners (other than Advisor Participation in Sales Proceeds) with respect to Partnership Units issued in connection with the acquisition of the Included Assets from the inception of the Partnership through the Merger Closing Date, exceeds (II) the sum of (1) the Invested Capital of the General Partner and the Limited Partners as of Merger Closing Date (excluding Invested Capital relating to the Separate Asset Value, or, if a payment is being calculated hereunder in connection with a Termination Event pursuant to Section 8.6(n)(i)(D), excluding any Invested Capital contributed or deemed contributed after such Termination Event), and (2) the 6.0% Return that has accrued with respect to such Invested Capital of the General Partner and the Limited Partners for the period from the inception of the Partnership through the Merger Closing Date.

Redemptions by the Advisor Upon Merger. If the Advisor has not been terminated under the Advisory Agreement as of the closing date of a Merger, the Advisor (in its capacity as Partner) shall receive a cash payment in redemption of all of the Partnership Units held by the Advisor, which shall be paid within five (5) Business Days of the closing date set forth in the agreement effecting such Merger (the “Merger Closing Date”) in an amount equal to (x) the Redemption Amount, plus (y) 15% of the amount, if any, by which (I) the gross agreed upon value of the Partnership’s Included Assets pursuant to any agreement effecting such Merger, less any indebtedness for monies borrowed secured by such assets as of the Merger Closing Date, plus the cumulative distributions made to the General Partner and the Limited Partners (other than Advisor Participation in Sales Proceeds) with respect to Partnership Units issued in connection with the acquisition of the Included Assets from the inception of the Partnership through the Merger Closing Date, exceeds (II) the sum of (1) the Invested Capital of the General Partner and the Limited Partners as of Merger Closing Date (excluding Invested Capital relating to the Separate Asset Value, or, if a payment is being calculated hereunder in connection with a Termination Event pursuant to Section 8.6(n)(i)(D), excluding any Invested Capital contributed or deemed contributed after such Termination Event), and (2) the 6.06.5% Return that has accrued with respect to such Invested Capital of the General Partner and the Limited Partners for the period from the inception of the Partnership through the Merger Closing Date.