Common use of Restricted Payments by General Partner or Manager Clause in Contracts

Restricted Payments by General Partner or Manager. (a) The General Partner shall not declare or make any Restricted Payment unless (i) after giving effect thereto, the General Partner's assets that can be reached by creditors (excluding its Partnership Interest and any notes receivable from or payable to the Partnership) would have a fair market value (using such reasonable method of valuation as the General Partner may adopt) equal to or greater than $5,000,000, (ii) the Partnership has received an Opinion of Counsel that such Restricted Payment would not result in the Partnership or any Operating Partnership being treated as an association taxable as a corporation for federal income tax purposes, or (iii) such Restricted Payment is approved by an Eighty Percent Interest. (b) The General Partner shall not permit the Manager to declare or make any Restricted Payment unless (i) after giving effect thereto, the Manager's assets that can be reached by creditors (excluding its partnership interest in any Operating Partnership and any notes receivable from or payable to such Operating Partnership) would have a fair market value (using such reasonable method of calculation as the General Partner may adopt) equal to or greater than $5,000,000, (ii) the Partnership has received an Opinion of Counsel that such Restricted Payment would not result in the Partnership or any Operating Partnership being treated as an association taxable as a corporation for federal income tax purposes, or (iii) such Restricted Payment is approved by an Eighty Percent Interest.