Common use of Redemption Distribution Clause in Contracts

Redemption Distribution. (A) On the Redemption Date the Partnership shall distribute to Prudential, as a "REDEMPTION DISTRIBUTION" in full redemption of the Prudential Interest, (i) the Partnership's entire right, title and interest in, to and under the Investment Notes (subject to the Prudential Guarantied Loan) and all rights in, to and under the other instruments and agreements relating to the Investment Loan (collectively, the "INVESTMENT LOAN DOCUMENTS") (provided that, -------- ---- the Partnership shall retain all claims, rights, obligations and liabilities under the Investment Loan Documents accruing prior to the Redemption Date (except the right to any accrued and unpaid interest under the Investment Notes distributed to Prudential as of the Redemption Date, which shall be paid to Prudential after the Redemption Date and which is included and accounted for in the calculation of the Fair Market Value of the Investment Notes pursuant to Exhibit A attached hereto), and if the Partnership retains any Remainder Notes --------- pursuant to the provisions of this Section 2(a) below, the Partnership shall ------------ retain all rights, obligations and liabilities under the Investment Loan Documents relating to such Remainder Notes, if any, retained by the Partnership (both accruing prior to and after the Redemption Date), (ii) if the Redemption Amount exceeds the aggregate Fair Market Value of the Investment Notes, cash in an amount equal to the difference between the Redemption Amount and the aggregate Fair Market Value of the Investment Notes, and (iii) if and to the extent that the Partnership has not already distributed to Prudential the OP Units, the OP Units. Notwithstanding the foregoing, if the aggregate Fair Market Value of all Investment Notes on the Redemption Date exceeds the Redemption Amount on such date, then (A) on the Redemption Date the Partnership shall assign to Prudential its entire interest in only such Investment Notes (in the order provided in the next sentence) that collectively have an aggregate Fair Market Value at the time of such assignment equal to the Redemption Amount, and (B) the Partnership shall cause any individual Investment Note which is only partially assigned to Prudential in accordance with the next sentence to be replaced by the issuer thereof with two notes in accordance with the terms and provisions of the next sentence. In connection with the distribution of Investment Notes pursuant to the immediately preceding sentence, the Partnership shall distribute to Prudential those Investment Notes with the latest maturity dates one by one beginning with the Investment Note with the latest maturity date and then the Investment Note with the next latest maturity date and so forth until the total Fair Market Value of all Investment Notes distributed to Prudential equals the Redemption Amount; provided that, if necessary in order to -------- ---- distribute to Prudential Investment Notes with a Fair Market Value exactly equal to the Redemption Amount, the last Investment Note to be distributed will be divided into two notes collectively having an aggregate principal amount equal to such original Investment Note and otherwise having identical terms, so that one of such notes (when taken together with the other Investment Notes distributed to Prudential in accordance with the order of priority set forth hereinabove) will have a Fair Market Value equal to the Redemption Amount and such note shall be assigned to Prudential by the Partnership. If less than all of the Investment Notes are assigned to Prudential in connection with the Redemption Distribution as provided above, the Investment Note(s) retained by the Partnership shall be collectively referred to herein as the "REMAINDER NOTES".

Redemption Distribution. (A) On the Redemption Date the Partnership shall distribute to PrudentialPIC, as a "REDEMPTION DISTRIBUTION" in full redemption of the Prudential PIC Interest, (i) the Partnership's entire right, title and interest in, to and under the Investment Notes (subject to the Prudential Guarantied Loan) and all rights in, to and under the other instruments and agreements relating to the Investment Loan (collectively, the "INVESTMENT LOAN DOCUMENTS") (provided that, the Partnership -------- ---- the Partnership shall retain all claims, rights, obligations and liabilities under the Investment Loan Documents accruing prior to the Redemption Date (except the right to any accrued and unpaid interest under the Investment Notes distributed to Prudential PIC as of the Redemption Date, which shall be paid to Prudential PIC after the Redemption Date and which is included and accounted for in the calculation of the Fair Market Value of the Investment Notes pursuant to Exhibit A attached --------- hereto), and if the Partnership retains any Remainder Notes --------- pursuant to the provisions of this Section 2(a) below, the Partnership shall ------------ retain all rights, ------------ obligations and liabilities under the Investment Loan Documents relating to such Remainder Notes, if any, retained by the Partnership (both accruing prior to and after the Redemption Date), (ii) if the Redemption Amount exceeds the aggregate Fair Market Value of the Investment Notes, cash in an amount equal to the difference between the Redemption Amount and the aggregate Fair Market Value of the Investment Notes, and (iii) if and to the extent that the Partnership has not already distributed to Prudential PIC the OP Units, the OP Units. Notwithstanding the foregoing, if the aggregate Fair Market Value of all Investment Notes on the Redemption Date exceeds the Redemption Amount on such date, then (A) on the Redemption Date the Partnership shall assign to Prudential PIC its entire interest in only such Investment Notes (in the order provided in the next sentence) that collectively have an aggregate Fair Market Value at the time of such assignment equal to the Redemption Amount, and (B) the Partnership shall cause any individual Investment Note which is only partially assigned to Prudential PIC in accordance with the next sentence to be replaced by the issuer thereof with two notes in accordance with the terms and provisions of the next sentence. In connection with the distribution of Investment Notes pursuant to the immediately preceding sentence, the Partnership shall distribute to Prudential PIC those Investment Notes with the latest maturity dates one by one beginning with the Investment Note with the latest maturity date and then the Investment Note with the next latest maturity date and so forth until the total Fair Market Value of all Investment Notes distributed to Prudential PIC equals the Redemption Amount; provided that, -------- ---- if necessary in order to -------- ---- distribute to Prudential PIC Investment Notes with a Fair Market Value exactly equal to the Redemption Amount, the last Investment Note to be distributed will be divided into two notes collectively having an aggregate principal amount equal to such original Investment Note and otherwise having identical terms, so that one of such notes (when taken together with the other Investment Notes distributed to Prudential PIC in accordance with the order of priority set forth hereinabove) will have a Fair Market Value equal to the Redemption Amount and such note shall be assigned to Prudential PIC by the Partnership. If less than all of the Investment Notes are assigned to Prudential PIC in connection with the Redemption Distribution as provided above, the Investment Note(s) retained by the Partnership shall be collectively referred to herein as the "REMAINDER NOTES".

Redemption Distribution. (A) On the Redemption Date the Partnership shall distribute to PrudentialPIC, as a "REDEMPTION DISTRIBUTION" in full redemption of the Prudential PIC Interest, (i) the Partnership's entire right, title and interest in, to and under the Investment Notes (subject to the Prudential Guarantied Loan) and all rights in, to and under the other instruments and agreements relating to the Investment Loan (collectively, the "INVESTMENT LOAN DOCUMENTS") (provided that, the Partnership -------- ---- the Partnership shall retain all claims, rights, obligations and liabilities under the Investment Loan Documents accruing prior to the Redemption Date (except the right to any accrued and unpaid interest under the Investment Notes distributed to Prudential PIC as of the Redemption Date, which shall be paid to Prudential PIC after the Redemption Date and which is included and accounted for in the calculation of the Fair Market Value of the Investment Notes pursuant to Exhibit A attached --------- hereto), and if the Partnership retains any Remainder Notes --------- pursuant to the provisions of this Section 2(a) below, the Partnership shall ------------ retain all rights, ------------ obligations and liabilities under the Investment Loan Documents relating to such Remainder Notes, if any, retained by the Partnership (both accruing prior to and after the Redemption Date), (ii) if the Redemption Amount exceeds the aggregate Fair Market Value of the Investment Notes, cash in an amount equal to the difference between the Redemption Amount and the aggregate Fair Market Value of the Investment Notes, and (iii) if and to the extent that the Partnership has not already distributed to Prudential PIC the OP Units, the OP Units. Notwithstanding the foregoing, if the aggregate Fair Market Value of all Investment Notes on the Redemption Date exceeds the Redemption Amount on such date, then (A) on the Redemption Date the Partnership shall assign to Prudential PIC its entire interest in only such Investment Notes (in the order provided in the next sentence) that collectively have an aggregate Fair Market Value at the time of such assignment equal to the Redemption Amount, and (B) the Partnership shall cause any individual Investment Note which is only partially assigned to Prudential PIC in accordance with the next sentence to be replaced by the issuer thereof with two notes in accordance with the terms and provisions of the next sentence. In connection with the distribution of Investment Notes pursuant to the immediately preceding sentence, the Partnership shall distribute to Prudential PIC those Investment Notes with the latest maturity dates one by one beginning with the Investment Note with the latest maturity date and then the Investment Note with the next latest maturity date and so forth until the total Fair Market Value of all Investment Notes distributed to Prudential PIC equals the Redemption Amount; provided that, if necessary in -------- ---- order to -------- ---- distribute to Prudential PIC Investment Notes with a Fair Market Value exactly equal to the Redemption Amount, the last Investment Note to be distributed will be divided into two notes collectively having an aggregate principal amount equal to such original Investment Note and otherwise having identical terms, so that one of such notes (when taken together with the other Investment Notes distributed to Prudential PIC in accordance with the order of priority set forth hereinabove) will have a Fair Market Value equal to the Redemption Amount and such note shall be assigned to Prudential PIC by the Partnership. If less than all of the Investment Notes are assigned to Prudential PIC in connection with the Redemption Distribution as provided above, the Investment Note(s) retained by the Partnership shall be collectively referred to herein as the "REMAINDER NOTES".