Common use of Adjustment of Percentage Interests Clause in Contracts

Adjustment of Percentage Interests. If an Event of Default described in Section 10.1(a) occurs, any Nondefaulting Partner shall have the option, but without imposing on it the obligation, to contribute the share of the Additional Capital Contribution which the Defaulting Partner was obligated, but failed, to contribute (the “Defaulting Partner’s Share”) (and if more than one Nondefaulting Partner exercises such option, or any other right or option under this Article 10, such option or right shall be exercised by each Nondefaulting Partners, pro rata in accordance with their respective Percentage Interests, or in such other manner as they may determine, and the term “Nondefaulting Partner” as used in this Article 10 shall mean the aggregate of such Nondefaulting Partners who exercise such option or right). To exercise the option, the Nondefaulting Partner must give notice of such exercise to the Defaulting Partner within sixty (60) days after the occurrence of the Event of Default. If the Nondefaulting Partner contributes the Defaulting Partner’s Share (as well as the Nondefaulting Partner’s own share of the applicable Additional Capital Contributions), then the Percentage Interests of the Defaulting Partner and the Nondefaulting Partner shall be adjusted as follows: (a) the Percentage Interest of the Nondefaulting Partner shall be increased by the percentage that corresponds to a fraction, the numerator of which will be equal to two hundred percent (200%) of the Defaulting Partner’s Share and the denominator of which will be equal to the aggregate balance of the Partner’s Capital Accounts as of the date upon which the Nondefaulting Partner contributed the Defaulting Partner’s Share, and, if there is more than one Partner comprising the Nondefaulting Partner, then such increase shall be allocated to such Partners pro rata in accordance with the amount of the Defaulting Partner’s Share contributed by each such Partner; and (b) the Percentage Interest of the Defaulting Partner shall be decreased by the percentage by which the Nondefaulting Partner’s Percentage Interest is increased pursuant to Section 10.2(a) above.

Adjustment of Percentage Interests. If an Event of Default described in Section 10.1(a) occurs, On the date that any Nondefaulting Person not a Partner shall have contributes Additional Funds to the option, but without imposing on it the obligation, to contribute the share of the Additional Capital Contribution which the Defaulting Partner was obligated, but failed, to contribute (the “Defaulting Partner’s Share”) (and if more than one Nondefaulting Partner exercises such option, or any other right or option under this Article 10Partnership, such option or right Person shall be exercised by each Nondefaulting Partners, pro rata become an Additional Limited Partner with Partnership Units and a Percentage Interest calculated in accordance with their respective Percentage Interests, or in such other manner as they may determine, Section 4.2 and the term “Nondefaulting Partner” as used in this Article 10 shall mean the aggregate of such Nondefaulting Partners who exercise such option or right). To exercise the option, the Nondefaulting Partner must give notice of such exercise to the Defaulting Partner within sixty (60) days after the occurrence of the Event of Default. If the Nondefaulting Partner contributes the Defaulting Partner’s Share (as well as the Nondefaulting Partner’s own share of the applicable Additional Capital Contributions), then the Percentage Interests of the Defaulting Partner and the Nondefaulting Partner other Partners shall be adjusted as follows: provided in Section 4.2. On the date that any Partner contributes Additional Funds to the Partnership (aeach such date, a "Contribution Date"), the contributing Partner shall receive a number of additional Partnership Units equal to the number of REIT Shares that could be purchased with an amount equal to the Additional Funds (or, if such Additional Funds are in the form of Contributed Property, the Agreed Value of such property) on the Contribution Date, using the definition of Value set forth in this Agreement to determine the value of a REIT Share as of the Contribution Date. The number of additional Partnership Units issued to the contributing Partner shall equal, also, the quotient of the Additional Funds (or if such Additional Funds are in the form of Contributed Property, the Agreed Value of such property) divided by the value of a Partnership Unit (as determined pursuant to Section 4.1(e)) after the Contribution Date. For the avoidance of doubt, the purpose of the calculations in the preceding two sentences are to determine the current fair market value to the Partnership (as described in Section 4.1(e) hereof) when additional Partnership Units are issued so that the issuance of additional Partnership Units does not unfairly increase or decrease the value of Partnership Units or the Percentage Interests of the other Partners. Upon the issuance of additional Partnership Units, (i) the difference between (A) the number of Partnership Units equal to one percent (1%) of all Partnership Units immediately following the issuance of the additional Partnership Units, and (B) the number of Partnership Units held by the General Partner immediately prior to the issuance of the additional Partnership Units, and (ii) a corresponding percentage of MP's capital contribution, shall be transferred automatically from MP to the General Partner so that the General Partner holds one percent (1%) of all Partnership Units at all times. The Percentage Interest of the Nondefaulting Partner MP shall be increased by the percentage that corresponds equal to a fraction, the numerator of which will be is equal to two hundred percent the number of Partnership Units held by it (200%after the automatic transfer of units to the General Partner described in the preceding sentence) of the Defaulting Partner’s Share and the denominator of which will is equal to the total number of Partnership Units following such issuance. The Percentage Interest of all other Limited Partners shall be equal to a fraction, the aggregate balance numerator of which is equal to the Partner’s Capital Accounts as number of Partnership Units held by it, and the date upon denominator of which is equal to the Nondefaulting Partner contributed the Defaulting Partner’s Share, and, if there is more than one Partner comprising the Nondefaulting Partner, then total number of Partnership Units following such increase shall be allocated to such Partners pro rata in accordance with the amount of the Defaulting Partner’s Share contributed by each such Partner; and (b) the Percentage Interest of the Defaulting issuance. The General Partner shall be decreased authorized on behalf of each of the Partners to amend this Agreement to reflect the increase in the Partnership Units of the contributing Partner and the General Partner, and the decrease in the number of Partnership Units of MP. The number of Partnership Units owned by the percentage by which Limited Partners (other than MP) and Assignees shall not be decreased in connection with any additional contribution of funds to the Nondefaulting Partner’s Percentage Interest is increased Partnership pursuant to this Section 10.2(a) above4.3.

Adjustment of Percentage Interests. If an Event of Default described in Section 10.1(a) occurs, any Nondefaulting Partner the Non- Defaulting Members shall collectively have the option, but without imposing on it not the obligation, to contribute the share portion of the Additional Capital Contribution which that the Defaulting Partner was Members shall have been obligated, but failed, to contribute (the “Defaulting Partner’s Share”) (and if more than one Nondefaulting Partner exercises such option, or any other right or option under this Article 10contribute. Subject to Section 10.9, such option or right shall may be exercised by each Nondefaulting Partners, pro rata in accordance with their respective Percentage Interests, or in such other manner as they may determine, and the term “Nondefaulting Partner” as used in this Article 10 shall mean the aggregate of such Nondefaulting Partners who exercise such option or right). To exercise the option, the Nondefaulting Partner must give any Non-Defaulting Member by written notice of such exercise to the Defaulting Partner other Members within sixty (60) 60 days after the occurrence of the Event of Default. If the Nondefaulting Partner contributes any portion of the Defaulting Partner’s Share Members' share of such Capital Contribution is not so contributed by Non-Defaulting Members, the Non-Defaulting Members shall collectively have the authority to admit as Members one or more new Persons, which shall purchase a Membership Interest or Membership Interests determined in accordance with this Section 10.2 by making a Cash Contribution or Cash Contributions. If one or more of the Non-Defaulting Members and/or a new Member or Members shall contribute the Defaulting Member's share of the applicable Required Capital Contribution (as well as the Nondefaulting Partner’s Non- Defaulting Member's own share share), then: (a) for purposes of Section 5.1(c), (i) the amount so contributed by each Participating Non-Defaulting Member or new Member shall be credited to the Priority Contribution Account of such Member, (ii) the Priority Contribution Accounts of the applicable Additional Capital Contributions)Defaulting Members shall be reduced (pro rata, then in proportion to the respective Percentage Interests of the Defaulting Partner and the Nondefaulting Partner shall be adjusted as follows: (aMembers) the Percentage Interest of the Nondefaulting Partner shall be increased by the percentage that corresponds to a fraction, the numerator of which will be equal to two hundred percent (200%) of the Defaulting Partner’s Share and the denominator of which will be an aggregate amount equal to the aggregate balance amount so contributed by the Participating Non-Defaulting Members and any such new Members (each such reduction being referred to herein as a "Dilution Debit"),(iii) the Priority Contribution Accounts of the Partner’s Capital Accounts as Participating Non-Defaulting Members and any such new Members shall be increased (in proportion to their respective contributions to the curing of the date upon which applicable default) by the Nondefaulting Partner contributed the Defaulting Partner’s Share, and, if there is more than one Partner comprising the Nondefaulting Partner, then same aggregate amount (each such increase being referred to herein as a "Dilution Credit"), and (iv) the Priority Return Percentage Interests of the Members shall be allocated to such Partners pro rata in accordance with the amount of the Defaulting Partner’s Share contributed by each such Partneradjusted accordingly; and (b) the Percentage Interests of the Members shall be adjusted such that the new Percentage Interest of the Defaulting Partner each Member shall be decreased the fraction, expressed as a percentage: (i) the numerator of which shall equal (1) the aggregate amount of the Capital Contributions (including Non-Cash Contributions) theretofore made by such Member (including any Capital Contribution made by such Member to cure the percentage applicable Event of Default) less (2) the aggregate amount of all Dilution Debits that shall have been assessed to such Member by reason of the applicable Event of Default (if such Member shall have been a Defaulting Member with respect to such Event of Default) and/or any previous Events of Default with respect to which such Member shall have been a Defaulting Member, plus (3) the Nondefaulting Partner’s Percentage Interest is increased pursuant aggregate amount, if any, of all Dilution Credits that such Member shall have received by reason of the applicable Event of Default and/or any previous Events of Default; and (ii) the denominator of which shall be the total amount of the Capital Contributions (including Non-Cash Contributions) theretofore made by all Members (including the Capital Contributions made to Section 10.2(a) abovecure such Event of Default); provided, however, that no Member shall be assessed any Dilution Debit, or receive any Dilution Credit, by reason of any failure by any Class C Member to make any Extraordinary Class C Member Contribution.