Redemption of Class B Units. The Class B Units shall be subject to mandatory redemption if the Management Agreement is terminated or not renewed. The General Partner shall send notice of Class B Unit redemption or non-renewal within ten days after the General Partner sends or receives notice of termination or non-renewal of the Management Agreement. The redemption date shall be the date on which termination or non-renewal of the Management Agreement is effective. If the Management Agreement is terminated pursuant to Section 13(d) of the Management Agreement or not renewed by the General Partner pursuant to Section 13(b) of the Management Agreement, the redemption amount, to be paid in cash or by wire transfer on the redemption date, shall be equal to two times of the higher of the annual distributions on a Class B Unit relating to either of the two most recently completed calendar years; provided that if immediately following such termination or non-renewal the General Partner becomes self-managed in connection with an internalization of the Manager pursuant to a separate agreement 13(the “Internalization Agreement”) between the Manager and the General Partner and/or a subsidiary of the General Partner, the redemption amount shall be $100.14 In such event, the consideration to be paid for such internalization shall be as set forth in the Internalization Agreement. If the Management Agreement is terminated by the General Partner pursuant to Section 13(c) of the Management Agreement or not renewed by the Manager pursuant to Section 13(b) of the Management Agreement, the aggregate redemption amount shall be $100. Upon any such redemption, the Class B Units will also be entitled to receive any distributions payable with respect to periods through the redemption date. If such distribution amounts cannot be calculated on or by the redemption date, they shall be calculated and paid as promptly as possible thereafter, but in no event later than 30 days after the redemption date.
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Sources: Limited Partnership Agreement (Gramercy Property Trust Inc.), Limited Partnership Agreement (Gramercy Capital Corp)