Common use of Reinvestment Program Clause in Contracts

Reinvestment Program. Subject to legal, tax, regulatory, accounting and other similar considerations, each Limited Partner shall participate in the reinvestment program of distributions of Distributable Proceeds with respect to all of its Units (the “Reinvestment Program”) in accordance with the procedures described below, unless such Limited Partner has elected in its subscription agreement not to participate in the Reinvestment Program with respect to all or 50% of its Units or elects to withdraw from the Reinvestment Program pursuant to Section 4.2(b)(v) below. The following provisions shall apply to the Reinvestment Program and any Limited Partner’s participation therein: (a) Subject to Section 4.2(b)(v) and unless the General Partner determines otherwise with respect to any distribution or any Reinvestment Program Participant, including for legal, tax, regulatory, accounting or other considerations, the General Partner shall, on behalf of each Reinvestment Program Participant, reinvest all distributions otherwise to be made to such Reinvestment Program Participant in exchange for such Reinvestment Program Participant being issued additional Units. (b) In connection with this Section 4.2, each Limited Partner agrees and acknowledges as follows: (i) The Partnership has designated the General Partner to administer the Reinvestment Program and act as agent for the Reinvestment Program Participants. The General Partner shall credit distributions to Reinvestment Program Participants on the basis of whole or fractional Units, and shall reinvest such distributions in additional Units. (ii) A Reinvestment Program Participant shall remain in the Reinvestment Program until such Reinvestment Program Participant withdraws from the Reinvestment Program in accordance with Section 4.2(b)(v) or the General Partner terminates or suspends the Reinvestment Program in accordance with Section 4.2(b)(vii). (iii) A Reinvestment Program Participant shall be deemed to have made a Capital Contribution, and Units shall be issued, as of the first day of the calendar quarter or other period following the calendar quarter or other period in which the related distribution is accrued after taking into account any distributions (or deemed distributions) by dividing the deemed Capital Contributions made by such Partner by the Unit Price on the issuance date. Such Reinvestment Program Participant’s Commitment to the Partnership shall be increased by the amount of any deemed Capital Contribution pursuant to this Section 4.2. No interest shall be paid on cash distributions pending reinvestment under the terms of the Reinvestment Program. (iv) No Reinvestment Program Participant shall have any authorization or power to direct the time or price at which Units shall be purchased. The total amount to be invested shall depend on the amount of any distributions otherwise payable on the number of Units owned by the Reinvestment Program Participant as well as any withholding taxes paid or payable on behalf of or with respect to such Reinvestment Program Participant. (v) Reinvestment Program Participants may elect to withdraw from the Reinvestment Program with respect to all or 50% of their Units held in their account in the Reinvestment Program by providing 90 days’ written notice of such election to withdraw in a form acceptable to the General Partner and such election to withdraw shall be effective until rescinded by providing 90 days’ written notice of an election to reinstate participation in the Reinvestment Program in a form acceptable to the General Partner; provided that shorter notice time periods may be agreed to by the General Partner, in its sole discretion. Such written notice of such election to withdraw or be reinstated, as the case may be, shall be effective as of the end of the calendar quarter immediately following the calendar quarter in which it is received; provided that the General Partner may agree to an earlier effectiveness, in its sole discretion. (vi) The Partnership and the General Partner will not be liable in administering the Reinvestment Program for any act done in good faith or required by applicable law or for any good faith omission to act with respect to the price at which Units are purchased and/or the times when such purchases are made or with respect to any fluctuation in Net Asset Value before or after purchase or sale of Units. The Partnership and the General Partner shall be entitled to rely on completed forms and the proof of due authority to participate in the Reinvestment Program, without further responsibility of investigation or inquiry. (vii) The General Partner may in its sole discretion, suspend, terminate or amend the Reinvestment Program at any time without prior notice to or the consent of any Person. Notice will be sent to all Limited Partners of any suspension, termination or amendment that alters the Reinvestment Program terms and conditions, as soon as practicable after such action by the General Partner. The General Partner may terminate or suspend a Partner’s right to participate in the Reinvestment Program at any time. (viii) Upon each reinvestment, unless waived by the General Partner, each Reinvestment Program Participant shall automatically be deemed to have reaffirmed, restated and re-acknowledged the agreements, acknowledgments, representations, warranties and other obligations set forth in such Reinvestment Program Participant’s subscription agreement; provided that in the event such Reinvestment Program Participant is not a party to a subscription agreement, prior to any reinvestment, such Reinvestment Program Participant shall make whatever undertakings, representations and warranties that the General Partner in its sole discretion deems necessary or advisable. (ix) Unless waived by the General Partner, each Reinvestment Program Participant agrees to provide the General Partner with prompt written notice in the event that any representation or warranty of such Reinvestment Program Participant in its subscription agreement is no longer true and correct in all material respects.