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

Redemptions by the Advisor Upon Termination. (i) If a Listing Event has not occurred as of the date of a Termination Event, then the Advisor (in its capacity as Partner) shall receive a cash payment (the “Termination Amount”) in redemption of all of the Partnership Units held by the Advisor, which shall be paid within five (5) Business Days of the date the Appraised Value as of the Termination Date has been determined, in an amount determined as of the date of such Termination Event equal to the sum of (x) the Redemption Amount applicable to all the Advisor’s Partnership Units, plus (y) 15% of the amount, if any, by which (I) the Appraised Value of all of the Partnership Assets as of the date of the Termination Event, less any indebtedness of the Partnership for monies borrowed (whether secured or unsecured by such assets) as of the date of such Termination Event, plus the cumulative distributions made to the General Partner and the Limited Partners (other than Advisor Participation in Sales Proceeds) from the inception of the Partnership through the date of the Termination Event, exceeds (II) the sum of (1) the Invested Capital of the General Partner and the Limited Partners as of such date, and (2) the 6.0% Return that has accrued with respect to the Invested Capital of the General Partner and the Limited Partners from the inception of the Partnership through the date of the Termination Event; provided, however, that upon a Termination Event, the Advisor, in its sole discretion, may elect, within five (5) Business Days of the date of such Termination Event, to forego a payment of the Termination Amount upon such Termination Event and instead elect (“Deferred Payment Election”) to receive a deferred termination amount (the “Deferred Termination Amount”) in redemption of all of the Partnership Units held by the Advisor, which, notwithstanding any other provisions herein to the contrary, shall exclude any new Partnership Assets acquired and/or owned by the General Partner (either directly or through third parties) after such Termination Event, other than the Included Assets (such new Partnership Assets acquired after such Termination Event, other than the Included Assets, the “Separate Asset Value”). The Deferred Termination Amount, if any, shall be paid within five (5) Business Days of the first to occur of (x) a Listing Event or (y) an Other Liquidity Event, in an amount determined as of the Listing Date or date of the Other Liquidity Event (as applicable) equal to:

Redemptions by the Advisor Upon Termination. (i) If a Listing Event has not occurred as of the date of a Termination Event, then the Advisor (in its capacity as Partner) shall receive a cash payment (the “Termination Amount”) in redemption of all of the Partnership Units held by the Advisor, which shall be paid within five (5) Business Days of the date the Appraised Value as of the Termination Date has been determined, in an amount determined as of the date of such Termination Event equal to the sum of (x) the Redemption Amount applicable to all the Advisor’s Partnership Units, plus (y) 15% of the amount, if any, by which (I) the Appraised Value of all of the Partnership Assets as of the date of the Termination Event, less any indebtedness of the Partnership for monies borrowed (whether secured or unsecured by such assets) as of the date of such Termination Event, plus the cumulative distributions made to the General Partner and the Limited Partners (other than Advisor Participation in Sales Proceeds) from the inception of the Partnership through the date of the Termination Event, exceeds (II) the sum of (1) the Invested Capital of the General Partner and the Limited Partners as of such date, and (2) the 6.06.5% Return that has accrued with respect to the Invested Capital of the General Partner and the Limited Partners from the inception of the Partnership through the date of the Termination Event; provided, however, that upon a Termination Event, the Advisor, in its sole discretion, may elect, within five (5) Business Days of the date of such Termination Event, to forego a payment of the Termination Amount upon such Termination Event and instead elect (“Deferred Payment Election”) to receive a deferred termination amount (the “Deferred Termination Amount”) in redemption of all of the Partnership Units held by the Advisor, which, notwithstanding any other provisions herein to the contrary, shall exclude any new Partnership Assets acquired and/or owned by the General Partner (either directly or through third parties) after such Termination Event, other than the Included Assets (such new Partnership Assets acquired after such Termination Event, other than the Included Assets, the “Separate Asset Value”). The Deferred Termination Amount, if any, shall be paid within five (5) Business Days of the first to occur of (x) a Listing Event or (y) an Other Liquidity Event, in an amount determined as of the Listing Date or date of the Other Liquidity Event (as applicable) equal to:

Redemptions by the Advisor Upon Termination. (i) If a Listing Event has not occurred as of the date of a Termination Event, then the Advisor (in its capacity as Partner) shall receive a cash payment (the “Termination Amount”) in redemption of all of the Partnership Units held by the Advisor, which shall be paid within five (5) Business Days of the date the Appraised Value as of the such Termination Date has been determinedEvent, in an amount determined as of the date of such Termination Event equal to the sum of (x) the Redemption Amount applicable to all the Advisor’s Partnership UnitsAmount, plus (y) 15% of the amount, if any, by which (I) the Appraised Value of all of the Partnership Assets as of the date of the Termination Event, less any indebtedness of the Partnership for monies borrowed (whether secured or unsecured by such assets) as of the date of such Termination Event, plus the cumulative distributions made to the General Partner and the Limited Partners (other than Advisor Participation in Sales Proceeds) from the inception of the Partnership through the date of the Termination Event, exceeds (II) the sum of (1) the Invested Capital of the General Partner and the Limited Partners as of such date, and (2) the 6.06.5% Return that has accrued with respect to the Invested Capital of the General Partner and the Limited Partners from the inception of the Partnership through the date of the Termination Event; provided, however, that upon a Termination Event, the Advisor, in its sole discretion, may elect, within five (5) Business Days of the date of such Termination Event, to forego a payment of the Termination Amount upon such Termination Event and instead elect (“Deferred Payment Election”) to receive a deferred termination amount (the “Deferred Termination Amount”) in redemption of all of the Partnership Units held by the Advisor, which, notwithstanding any other provisions herein to the contrary, shall exclude any new Partnership Assets acquired and/or owned by the General Partner (either directly or through third parties) after such Termination Event, other than the Included Assets (such new Partnership Assets acquired after such Termination Event, other than the Included Assets, the “Separate Asset Value”). The Deferred Termination Amount, if any, shall be paid within five (5) Business Days of the first to occur of (x) a Listing Event or (y) an Other Liquidity Event, in an amount determined as of the Listing Date or date of the Other Liquidity Event (as applicable) equal to:

Redemptions by the Advisor Upon Termination. (i) If a Listing Event has not occurred as of the date of a Termination Event, then the Advisor (in its capacity as Partner) shall receive a cash payment (the “Termination Amount”) in redemption of all of the Partnership Units held by the Advisor, which shall be paid within five (5) Business Days of the date the Appraised Value as of the such Termination Date has been determinedEvent, in an amount determined as of the date of such Termination Event equal to the sum of (x) the Redemption Amount applicable to all the Advisor’s Partnership UnitsAmount, plus (y) 15% of the amount, if any, by which (I) the Appraised Value of all of the Partnership Assets as of the date of the Termination Event, less any indebtedness of the Partnership for monies borrowed (whether secured or unsecured by such assets) as of the date of such Termination Event, plus the cumulative distributions made to the General Partner and the Limited Partners (other than Advisor Participation in Sales Proceeds) from the inception of the Partnership through the date of the Termination Event, exceeds (II) the sum of (1) the Invested Capital of the General Partner and the Limited Partners as of such date, and (2) the 6.07% Return that has accrued with respect to the Invested Capital of the General Partner and the Limited Partners from the inception of the Partnership through the date of the Termination Event; provided, however, that upon a Termination Event, the Advisor, in its sole discretion, may elect, within five (5) Business Days of the date of such Termination Event, to forego a payment of the Termination Amount upon such Termination Event and instead elect (“Deferred Payment Election”) to receive a deferred termination amount (the “Deferred Termination Amount”) in redemption of all of the Partnership Units held by the Advisor, which, notwithstanding any other provisions herein to the contrary, shall exclude any new Partnership Assets acquired and/or owned by the General Partner (either directly or through third parties) after such Termination Event, other than the Included Assets (such new Partnership Assets acquired after such Termination Event, other than the Included Assets, the “Separate Asset Value”). The Deferred Termination Amount, if any, shall be paid within five (5) Business Days of the first to occur of (x) a Listing Event or (y) an Other Liquidity Event, in an amount determined as of the Listing Date or date of the Other Liquidity Event (as applicable) equal to: