Common use of Initial Offering Period Clause in Contracts

Initial Offering Period. (a) The period beginning on February 2, 2004, and ending on November 2, 2004, is referred to herein as the “Initial Offering Period”. All Subscription Agreements entered into prior to the end of the Initial Offering Period shall provide for the issuance of Units at the Initial Offering Price; provided that any such Subscription Agreement may, in the discretion of the Managing General Partner, provide for the issuance of Units at a price different from the Initial Offering Price in any Subscription Agreement entered into after the date of this Agreement if, in the reasonable determination of the Managing General Partner in its sole discretion, such different price is appropriate based on any appreciation or depreciation of any Investments from the date of this Agreement to the effective date of such Subscription Agreement; provided further that no Subscription Agreement entered into during the Initial Offering Period shall provide for the issuance of Units at a price per Unit less than the Initial Offering Price without the consent of the Partners holding Units immediately prior to the effective date of such Subscription Agreement by a Super Majority Partner Vote. (b) If, following a closing of the issuance of Units during the Initial Offering Period (any such closing, a “Subsequent Closing”), there remain any Unfunded Commitments, then each Partner that was admitted or increased its Capital Commitment at such Subsequent Closing (a “Subsequent Closing Partner”) may, at the discretion of the Managing General Partner, be required to make a Capital Contribution (and be issued Units in respect thereof) in an amount up to its pro rata share (based on the Capital Commitments of all Partners immediately after such Subsequent Closing) of the Funded Commitments of all Partners holding Units immediately prior to such Subsequent Closing. The Managing General Partner may, in its discretion, use the proceeds of any such Capital Contributions to redeem Units held by one or more Partners (selected at the discretion of the Managing General Partner) holding Units immediately prior to such Subsequent Closing (each, a “Selected Prior Closing Partner”) at the same price per Unit at which such Units were acquired by such Selected Prior Closing Partner, such that, after making such Capital Contributions and redemptions, each Subsequent Closing Partner’s Funded Commitment relative to its Capital Commitment is the same as or less than the Funded Commitment of each Selected Prior Closing Partner relative to its Capital Commitment. The Funded Commitment of any Partner having Units redeemed pursuant to the preceding sentence shall be reduced by the amount received by such Partner for the Units redeemed, such Partner’s Unfunded Commitment shall be increased by such amount, and such Partner shall remain obligated to purchase additional Units at the price per share provided for in its Subscription Agreement to the full extent of its Unfunded Commitment as so increased.

Initial Offering Period. (a) The period beginning on February 2, 2004, and ending on November 2, 2004, is referred to herein as the “Initial Offering Period”. All Subscription Agreements entered into prior to the end of during the Initial Offering Period shall provide for the issuance of OP Units at the Initial Offering Price; provided that any such Subscription Agreement may, in the discretion of the Managing General Partner, provide for the issuance of OP Units at a price different from the Initial Offering Price in any Subscription Agreement entered into after the date of this Agreement if, in the reasonable determination of the Managing General Partner in its sole discretion, such different price is appropriate based on any appreciation or depreciation of any Investments from the date of this Agreement to the effective date of such Subscription Agreement; provided further further. that no Subscription Agreement entered into during the Initial Offering Period shall provide for the issuance of OP Units at a price per OP Unit less than the Initial Offering Price without the consent of the Limited Partners holding OP Units immediately prior to the effective date of such Subscription Agreement by a Super Majority Partner LP Vote. (b) If, following a closing of the issuance of OP Units during the Initial Offering Period (any such closing, a “Subsequent Closing”), there remain any Unfunded Commitments, then each Limited Partner that was admitted or increased its Capital Commitment at such Subsequent Closing may (a “Subsequent Closing Partner”) may, at the discretion of the Managing General Partner, be required to make a Capital Contribution (and be issued OP Units in respect thereof) in an amount up to its pro rata share (based on the Capital Commitments of all Partners immediately after such Subsequent Closing) of the Funded Commitments of all Partners holding OP Units immediately prior to such Subsequent Closing. The Managing General Partner may, in its discretion, use the proceeds of any such Capital Contributions to redeem OP Units held by one or more Partners (selected at the discretion of the Managing General Partner) holding OP Units immediately prior to such Subsequent Closing (each, a “Selected Prior Closing Partner”) at the same price per OP Unit at which such OP Units were acquired by such Selected Prior Closing Partner, such that, after making such Capital Contributions and redemptions, each Subsequent Closing Partner’s Funded Commitment relative to its Capital Commitment is the same as or less than the Funded Commitment of each Selected Prior Closing Partner relative to its Capital Commitment. The Funded Commitment of any Partner having OP Units redeemed pursuant to the preceding sentence shall be reduced by the amount received by such Partner for the OP Units redeemed, such Partner’s Unfunded Commitment shall be increased by such amount, and such Partner shall remain obligated to purchase additional OP Units at the price per share provided for in its Subscription Agreement to the full extent of its Unfunded Commitment as so increased.

Initial Offering Period. (a) The period beginning on February 2, 2004, and ending on November 2, 2004, is referred to herein as the “"Initial Offering Period”". All Subscription Agreements entered into prior to the end of the Initial Offering Period shall provide for the issuance of Units at the Initial Offering Price; provided that any such Subscription Agreement may, in the discretion of the Managing General Partner, provide for the issuance of Units at a price different from the Initial Offering Price in any Subscription Agreement entered into after the date of this Agreement if, in the reasonable determination of the Managing General Partner in its sole discretion, such different price is appropriate based on any appreciation or depreciation of any Investments from the date of this Agreement to the effective date of such Subscription Agreement; provided further that no Subscription Agreement entered into during the Initial Offering Period shall provide for the issuance of Units at a price per Unit less than the Initial Offering Price without the consent of the Partners holding Units immediately prior to the effective date of such Subscription Agreement by a Super Majority Partner Vote. (b) If, following a closing of the issuance of Units during the Initial Offering Period (any such closing, a “"Subsequent Closing”"), there remain any Unfunded Commitments, then each Partner that was admitted or increased its Capital Commitment at such Subsequent Closing (a “"Subsequent Closing Partner”") may, at the discretion of the Managing General Partner, be required to make a Capital Contribution (and be issued Units in respect thereof) in an amount up to its pro rata share (based on the Capital Commitments of all Partners immediately after such Subsequent Closing) of the Funded Commitments of all Partners holding Units immediately prior to such Subsequent Closing. The Managing General Partner may, in its discretion, use the proceeds of any such Capital Contributions to redeem Units held by one or more Partners (selected at the discretion of the Managing General Partner) holding Units immediately prior to such Subsequent Closing (each, a “"Selected Prior Closing Partner”") at the same price per Unit at which such Units were acquired by such Selected Prior Closing Partner, such that, after making such Capital Contributions and redemptions, each Subsequent Closing Partner’s 's Funded Commitment relative to its Capital Commitment is the same as or less than the Funded Commitment of each Selected Prior Closing Partner relative to its Capital Commitment. The Funded Commitment of any Partner having Units redeemed pursuant to the preceding sentence shall be reduced by the amount received by such Partner for the Units redeemed, such Partner’s 's Unfunded Commitment shall be increased by such amount, and such Partner shall remain obligated to purchase additional Units at the price per share provided for in its Subscription Agreement to the full extent of its Unfunded Commitment as so increased.

Initial Offering Period. (a) The period beginning on February 2, 2004, and ending on November 2, 2004, is referred to herein as the “"Initial Offering Period”". All Subscription Agreements entered into prior to the end of the Initial Offering Period shall provide for the issuance of Units at the Initial Offering Price; provided that any such Subscription Agreement may, in the discretion of the Managing General Partner, provide for the issuance of Units at a price different from the Initial Offering Price in any Subscription Agreement entered into after the date of this Agreement if, in the reasonable determination of the Managing General Partner in its sole discretion, such different price is appropriate based on any appreciation or depreciation of any Investments from the date of this Agreement to the effective date of such Subscription Agreement; provided further that no Subscription Agreement entered into during the Initial Offering Period shall provide for the issuance of Units at a price per Unit less than the Initial Offering Price without the consent of the Partners holding Units immediately prior to the effective date of such Subscription Agreement by a Super Majority Partner Vote. (b) If, following a closing of the issuance of Units during the Initial Offering Period (any such closing, a “"Subsequent Closing”"), there remain any Unfunded Commitments, then each Partner that was admitted or increased its Capital Commitment at such Subsequent Closing (a “"Subsequent Closing Partner”") may, at the discretion of the Managing General Partner, be required to make a Capital Contribution (and be issued Units in respect thereof) in an amount up to its pro rata share (based on the Capital Commitments of all Partners immediately after such Subsequent Closing) of the Funded Commitments of all Partners holding Units immediately prior to such Subsequent Closing. The Managing General Partner may, in its discretion, use the proceeds of any such Capital Contributions to redeem Units held by one or more Partners (selected at the discretion of the Managing General Partner) holding Units immediately prior to such Subsequent Closing (each, a “"Selected Prior Closing Partner”") at the same price per Unit at which such Units were acquired by such Selected Prior Closing Partner, such that, after making such Capital Contributions and redemptions, each Subsequent Closing Partner’s 's Funded Commitment relative to its Capital Commitment is the same as or less than the Funded Commitment of each Selected Prior Closing Partner relative to its Capital Commitment. The Funded Commitment of any Partner having Units redeemed pursuant to the preceding sentence shall be reduced by the amount received by such Partner for the Units redeemed, such Partner’s 's Unfunded Commitment shall be increased by such amount, and such Partner shall remain obligated to purchase additional Units at the price per share provided for in its Subscription Agreement to the full extent of its Unfunded Commitment as so increased.

Initial Offering Period. (a) The period beginning on February 2, 2004, the First Third Party Closing Date and ending on November 2, 2004, the 272nd day following such date is referred to herein as the “"Initial Offering Period”". All Subscription Agreements entered into after the First Closing and prior to the end of the Initial Offering Period shall provide for the issuance of Units at the Initial Offering Price; provided that any such Subscription Agreement may, in the discretion of the Managing General Partner, provide for the issuance of Units at a price different from the Initial Offering Price in any Subscription Agreement entered into after the date of this Agreement if, in the reasonable determination of the Managing General Partner in its sole discretion, such different price is appropriate based on any appreciation or depreciation of any Investments from the date of this Agreement to the effective date of such Subscription Agreement; provided further that no Subscription Agreement entered into during the Initial Offering Period shall provide for the issuance of Units at a price per Unit less than the Initial Offering Price without the consent of the Partners holding Units immediately prior to the effective date of such Subscription Agreement by a Super Majority Partner Vote. (b) If, following a Upon the closing of the issuance of Units during pursuant to any Subscription Agreement that becomes effective (pursuant to Section 3.2 hereof) after the First Closing and prior to the end of the Initial Offering Period (any such closingPeriod, a “Subsequent Closing”), there remain any Unfunded Commitments, then each Partner that was admitted or increased its Capital Commitment at such Subsequent Closing (a “Subsequent Closing Partner”) may, at the discretion of the Managing General Partner, Investor subscribing for Units pursuant thereto shall be required to make a Capital Contribution (and be issued Units in respect thereof) in an amount up equal to the lesser of (i) its pro rata share (share, based on the Capital Commitments of all Partners immediately after such Subsequent Closing) of the Funded Commitments of all Partners holding Units immediately prior to such Subsequent Closing. The Managing General Partner may, in its discretion, use the proceeds of any such Capital Contributions to redeem Units held by one or more Partners (selected at the discretion of the Managing General Partner) holding Units immediately prior to such Subsequent Closing (each, a “Selected Prior Closing Partner”) at the same price per Unit at which such Units were acquired by such Selected Prior Closing Partner, such that, after making such Capital Contributions and redemptions, each Subsequent Closing Partner’s Funded Commitment relative to its Capital Commitment is the same as or less than the Funded Commitment of each Selected Prior Closing Partner relative to its Capital Commitment. The Funded Commitment , of any Partner having Units redeemed pursuant to the preceding sentence shall be reduced amount of all Capital Contributions required by the amount received by General Partner to be made at such Partner for the Units redeemed, such Partner’s Unfunded Commitment shall be increased by such amountclosing, and such Partner shall remain obligated to purchase additional Units at the price per share provided for in its Subscription Agreement to the full extent of its Unfunded Commitment as so increased.(ii) its