Common use of Termination Amounts Clause in Contracts

Termination Amounts. (i) Upon termination of the Advisory Agreement and subject to Sections 5.1(d)(ii) and (e), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i1) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii5.1D(2) and (e)5.1F, the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings the Offering through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an the Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings the Offering through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement and subject to Sections 5.1(d)(ii) and (e), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings an Offering through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest Interest, payable in one or more distributions solely out of Net Sales Proceeds (the “Termination AmountBase Promote”) in the form of a Note ), equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination DateIncluded Assets, minus (2) any Loans debt secured by such InvestmentsIncluded Assets as well as any secured or unsecured debt of the General Partner (computed on a consolidated basis), plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased or received shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders Stockholders, in the aggregate, a First Level Priority Return on the weighted average of the total Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception of the General Partner through the Advisory Agreement Termination Date; provided, however, that for purposes of calculating hereof, the total Gross Proceeds of the Offerings shall be determined on a daily basis. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).. 30

Termination Amounts. (i1) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii5.1D(2) and (e)5.1F, the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings the Offering through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an the Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings the Offering through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. The Termination Amount, which may be paid in the form of Class A REIT Shares, cash, a Note (a “Termination Note”), or any combination thereof, shall be paid from the net sale proceeds of each sale of an Investment that occurs after the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest Interest, payable in one or more payments solely out of Net Sales Proceeds (the “Termination AmountBase Promote”) in the form of a Note ), equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns, in one or more distributions in redemption of the Special Limited Partner Interest and as evidenced by a Note (the “Termination AmountBase Note”) in the form of a Note ), equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination DateIncluded Assets, minus (2) any Loans debt secured by such InvestmentsInvestments as well as any unsecured debt of the General Partner, plus or minus (3) any working capital surplus or deficit of the General Partner, as applicable, plus (34) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (45) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Investments Included Assets (assuming the liquidation or sale of such Investments Included Assets on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase planprogram) plus (2) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Initial Limited Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service IRS Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in one or more distributions solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest (the “Termination AmountBase Promote”) in the form of a Note ), equal to 15% of the amount, if any, by which (A) the sum of (1I) the fair market estimated value of the Included Assets (as determined by appraisal as of the Advisory Agreement Termination DateGeneral Partner in accordance with its valuation policy) of the Investments on the Advisory Agreement Termination Date, minus (2II) any Loans debt secured by such InvestmentsInvestments as well as any unsecured debt of the General Partner, plus or minus (III) any working capital surplus or deficit of the General Partner, as applicable, plus (3IV) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4V) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Investments Included Assets (assuming the liquidation or sale of such Investments Included Assets on the Advisory Agreement Termination Date), exceeds (B) the sum of (1I) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase planprogram) plus (2II) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Initial Limited Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns, in one or more distributions solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest and as evidenced by a Note (the “Termination AmountBase Note”) in the form of a Note ), equal to 15% of the amount, if any, by which (A) the sum of (1I) the fair market estimated value of the Included Assets (as determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination DateGeneral Partner in accordance with its valuation policy), minus (2II) any Loans debt secured by such InvestmentsInvestments as well as any unsecured debt of the General Partner, plus or minus (III) any working capital surplus or deficit of the General Partner, as applicable, plus (3IV) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4V) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments Included Assets (including cash used to acquire Included Assets) to the Partnership, upon the liquidation or sale of such Investments Included Assets (assuming the liquidation or sale of such Investments Included Assets on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase planprogram) plus (2) the total minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i1) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii5.1D(2) and (e)5.1F, the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings the Offering through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an the Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings the Offering through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. The Termination Amount, which may be paid in the form of a Class A REIT Shares, cash, a Note (a “Termination Note”), or any combination thereof, shall be paid from the net sale proceeds of each sale of an Investment that occurs after the Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 1512.75% of the amount, if any, by EAST\145846896.3 2 which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Initial Limited Partner’s share repurchase planprogram) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i1) Upon a Termination (unless such termination is by the General Partner because of a material breach of the Advisory Agreement by the Advisor or occurs upon a Change of Control) and subject to Sections 5.1(d)(ii5.1D(2) and (e)5.1F, the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note an amount equal to 1515.0% of the amount, if any, by which (Ai) the sum of (1) the fair market value (determined by appraisal as net Appraised Value of the Advisory Agreement Termination Date) of the Investments Partnership’s direct and indirect assets on the Advisory Agreement Termination Date plus the total Distributions paid from the Company’s inception through the Termination Date, minus exceeds (2ii) any Loans secured by such Investments, Invested Capital plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date an amount equal to the Limited Partners who received Partnership Units in connection with the contribution of any Investments to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to The Partnership shall pay such amount, with interest, at such time as the contrary, in accordance with Section 736 of Partnership completes the Code, first Sale after the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such Note. Without limiting the foregoingDate; provided, however, the Special Limited Partner may elect to defer its right to be redeemed until either a Listing or other direct or indirect liquidity event for the Partnership. Payment shall not be required to made from the Net Sales Proceeds of such Sale. Interest will accrue interest beginning on such Note in income the Termination Date at a rate deemed fair and reasonable by the General Partner on the Termination Date. The Partnership and the Partnership General Partner shall have the option to pay such amount in the form of cash, REIT Shares, a promissory note, or any combination of the foregoing. If the Net Sales Proceeds from the first Sale after the Termination Date are insufficient to pay such amount in full, plus accrued interest, then such amount shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the amount is paid in full, with interest. If such amount has not deduct such interest for such purposes; providedbeen paid in full within five years from the Termination Date, that, any cash or property paid to then the Special Limited Partner with respect Partner, its successors or assigns, may elect to convert the balance of the amount, including accrued but unpaid interest, into REIT Shares at a price per REIT Share equal to the average closing price of the REIT Shares over the ten trading days immediately preceding the date of such interest shall be reported to election if the REIT Shares are Listed at such time. If the REIT Shares are not Listed at such time, the Special Limited Partner, its successors or assigns, may elect to convert the balance of the amount, including accrued but unpaid interest, into REIT Shares at a price per REIT Share equal to the fair market value for the REIT Shares as determined by the General Partner based upon the net Appraised Value of the Partnership’s assets on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form)the date of election.

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (ef), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, that any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

Termination Amounts. (i) Upon termination of the Advisory Agreement a Termination and subject to Sections 5.1(d)(ii) and (eg), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) in the form of a Note (the “Termination Note”) equal to 15% of the amount, if any, by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on Included Investments, plus (2) the Advisory Agreement Assets as of the Termination Date, minus (23) any Loans secured by such Investmentsthe Liabilities as of the Termination Date, plus (34) the sum of all Stockholder Distributions paid by the General Initial Limited Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (45) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments (including cash used to acquire Investments) to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase planOffering) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Priority Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Termination Amount in the Form of a Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such the Termination Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such the Termination Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).. 29