Common use of CONVERSION OF PARTNERSHIP INTERESTS Clause in Contracts

CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership interests in Merger Sub shall be cancelled, (B) the Units held by the Purchaser (including, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.61% limited partnership interest in the Surviving Partnership; (C) the 21.5 Units held by CBM Two shall be converted into a 1.39% limited partnership interest in the Surviving Partnership, and CBM Two's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM Two shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM Two or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $147,959 per Unit (or a pro rata portion thereof) in cash, which amount shall be reduced by legal fees and expenses awarded by the court to the class action plaintiffs in the Xxxxxx Litigation and which shall further be reduced by any amount owed by the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and (E) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value (as defined below) of such Unit. The Appraised Value of each Unit held by an Opt-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value of the Partnership's hotels (the "Hotels") as of the date that the order of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (each, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal firm). The Appraised Value of the Units in the Merger shall be equal to the amount that Unitholders would receive if the entire equity interest in the Partnership were sold for an amount equal to (i) the average of the appraised values determined by the two appraisers plus (or minus) (ii) the net working capital of the Partnership (to the extent not distributed to the partners) minus (iii) the aggregate amount of indebtedness of the Partnership and its subsidiaries minus (iv) the fair value of deferred management fees accrued under the Management Agreement, restated as of December 30, 1995, between the Partnership and Courtyard Management Corporation minus (v) the amount of any commitments for owner funded capital expenditures and the estimated cost of any deferred maintenance with respect to the Partnership's properties, and the proceeds of such sale were then distributed among the partners of the Partnership in the same manner as liquidation proceeds in accordance with the terms of the Partnership Agreement. The liquidity of the Units will not be a factor in determining the Appraised Value of the Units. The Surviving Partnership will pay the Appraised Value of Units held by Opt-Out Holders, without interest, to each Opt-Out Holder within 7 business days after final determination of its Appraised Value, and payment shall be made by a check mailed to the address of such Opt-Out Holder as set forth on the records of the Partnership.

CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership interests in Merger Sub shall be cancelled, (B) the Units held by the Purchaser (including, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.6193.76% limited partnership interest in the Surviving Partnership; (C) the 21.5 15 Units held by CBM Two One shall be converted into a 1.391.24% limited partnership interest in the Surviving Partnership, and CBM TwoOne's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM Two One shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM Two One or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $147,959 134,130 per Unit (or a pro rata portion thereof) in cash, which amount shall be reduced by legal fees and expenses awarded by the court to the class action plaintiffs in the Xxxxxx Xxxx Litigation and which shall further be reduced by any amount owed by the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and (E) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value (as defined below) of such Unit. The Appraised Value of each Unit held by an Opt-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value of the Partnership's hotels (the "Hotels") as of the date that the order of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (each, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal firm). The Appraised Value of the Units in the Merger shall be equal to the amount that Unitholders would receive if the entire equity interest in the Partnership were sold for an amount equal to (i) the average of the appraised values determined by the two appraisers plus (or minus) (ii) the net working capital of the Partnership (to the extent not distributed to the partners) minus (iii) the aggregate amount of indebtedness of the Partnership and its subsidiaries minus (iv) the fair value of deferred management fees accrued under the Management Agreement, restated effective as of December 30January 4, 19951997, between the Partnership and Courtyard Management Corporation minus (v) the amount of any commitments for owner funded capital expenditures and the estimated cost of any deferred maintenance with respect to the Partnership's properties, and the proceeds of such sale were then distributed among the partners of the Partnership in the same manner as liquidation proceeds in accordance with the terms of the Partnership Agreement. The liquidity of the Units will not be a factor in determining the Appraised Value of the Units. The Surviving Partnership will pay the Appraised Value of Units held by Opt-Out Holders, without interest, to each Opt-Out Holder within 7 business days after final determination of its Appraised Value, and payment shall be made by a check mailed to the address of such Opt-Out Holder as set forth on the records of the Partnership.

CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership Effexxxxx Xxxx xach of the outstanding interests in Merger Sub the Merged Partnership (the "Interests") shall be cancelledautomatically, (B) the Units held by operation of law and without any action by the Purchaser (includingholders thereof, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.61% limited partnership interest in the Surviving Partnership; (C) the 21.5 Units held by CBM Two shall be converted into a 1.39% limited partnership interest in the Surviving Partnership, and CBM Two's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM Two shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM Two or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $147,959 per Unit the Conversion Price and the Deferred Consideration Right as provided below. "Conversion Price" means the Consideration less the principal amount at the Effective Time of the existing mortgage loans (or a pro rata portion thereofcollectively the "Existing Loan") covering the Merged Partnership's property in cash, which favor of IDS Life Insurance Company of New York (the "Existing Lender") less the amount shall be reduced by legal fees and expenses awarded specified by the court to General Partner as described in Section 3.11 and less the class action plaintiffs Reserve Amount multiplied by the percentage interest of the Interest in the Xxxxxx Litigation and which shall further be reduced by any amount owed by Merged Partnership. "Reserve Amount" means the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and sum of: (Ea) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value current liabilities of the Merged Partnership at the Effective Time (other than the principal amount of the Existing Loan) (the "Liabilities Reserve") and (b) $156,000. (the "Indemnity Reserve"); provided, however, that the Reserve Amount shall be reduced in proportion to the Interests of partners of the Merged Partnership ("Dissenting Partners") who have properly indicated their intention to seek payment of the fair value of their interests under Section 121-1102 of the New York Law. The Reserve Amount shall be held and disbursed by the Disbursing Agent (as defined belowin Section 3.3) as described in Sections 3.4 and 3.13. "Deferred Consideration Right" with respect to each Interest means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Merged Partnership ("Liabilities Claims") and any amounts paid or subject to claims of the Surviving Partnership by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Merged Partnership which survive Closing (but only during the period of such Unitsurvival) ("Indemnity Claims") multiplied by the percentage interest of the Interest in the Merged Partnership . As of the Effective Time, all Interests in the Merged Partnership shall cease to be outstanding and shall be canceled and each holder of an Interest shall, by virtue of the Merger, cease to have any rights with respect to the Merged Partnership or the Interests therein except the rights to receive the Conversion Price and the Deferred Consideration Rights with respect thereto, or the right, if any, to receive payment from the Surviving Partnership of cash equal to the fair value of his Interest in the Merged Partnership as provided in Section 121-1102 of the New York Law. The Appraised Value of each Unit held by an OptSurviving Partnership hereby agrees to comply, at its expense, with all payment and all other substantive and procedural obligations and requirements which must be complied with respect to Dissenting Partners, including, without limitation, Section 121-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value 1102 of the Partnership's hotels New York Law. Notwithstanding anything to the contrary contained in this Agreement, (i) if and to the extent that the amount required to be paid to any Dissenting Partner exceeds the portion (the "HotelsDissenting Partner Portion") as of the date that the order Conversion Price which would have been paid to such partner of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (eachMerged Partnership if such partner was not a Dissenting Partner, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal firm). The Appraised Value of the Units in the Merger excess amount shall be equal paid by the Surviving Partnership in addition to the amount that Unitholders would receive if the entire equity interest in the Partnership were sold for an amount equal to (i) the average of the appraised values determined by the two appraisers plus (or minus) Consideration, (ii) the net working capital of Dissenting Partner Portion paid by the Surviving Partnership (to Dissenting Partners shall be credited against the extent not distributed to the partners) minus Conversion Price and (iii) in the aggregate amount event that the holders of indebtedness more than 10% of the Interests are Dissenting Partners, the Surviving Partnership and its subsidiaries minus (iv) shall have the fair value of deferred management fees accrued under the Management Agreement, restated as of December 30, 1995, between the Partnership and Courtyard Management Corporation minus (v) the amount of any commitments for owner funded capital expenditures and the estimated cost of any deferred maintenance with respect right to terminate this Agreement by giving written notice thereof to the Partnership's properties, and Merged Partnership within ten (10) days after the proceeds of such sale were then distributed among the partners of the Partnership in the same manner as liquidation proceeds in accordance with the terms of the Partnership Agreement. The liquidity of the Units will not be a factor in determining the Appraised Value of the Units. The Surviving Partnership will pay the Appraised Value of Units held by Opt-Out Holders, without interest, to each Opt-Out Holder within 7 business days after final determination of its Appraised Value, and payment shall be made by a check mailed to the address of such Opt-Out Holder as set forth on the records of the Partnershipreceives notification thereof.

CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership Effxxxxxx Xxxx each of the outstanding interests in Merger Sub the Merged Partnership and the General Partnership Interest (the "Interests") shall be cancelledautomatically, (B) the Units held by operation of law and without any action by the Purchaser (includingholders thereof, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.61% limited partnership interest in the Surviving Partnership; (C) the 21.5 Units held by CBM Two shall be converted into a 1.39% limited partnership interest in the Surviving Partnership, and CBM Two's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM Two shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM Two or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $147,959 per Unit the Conversion Price and the Deferred Consideration Right as provided below. "Conversion Price" means the Consideration less the principal amount at the Effective Time of the existing mortgage loans (or a pro rata portion thereofcollectively the "Existing Loan") covering the Merged Partnership's property in cash, which favor of IDS Life Insurance Company of New York (the "Existing Lender") less the amount shall be reduced by legal fees and expenses awarded specified by the court to General Partner as described in Section 3.11 and less the class action plaintiffs Reserve Amount multiplied by the percentage interest of the Interest in the Xxxxxx Litigation and which shall further be reduced by any amount owed by General Partnership. "Reserve Amount" means the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and sum of: (Ea) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value current liabilities of the Merged Partnership and the General Partnership at the Effective Time (other than the principal amount of the Existing Loan) (the "Liabilities Reserve") and (b) $84,000 (the "Indemnity Reserve"); provided, however, that the Reserve Amount shall be reduced in proportion to the Interests of partners of the Merged Partnership ("Dissenting Partners") who have properly indicated their intention to seek payment of the fair value of their interests under Section 121-1102 of the New York Law. The Reserve Amount shall be held and disbursed by the Disbursing Agent (as defined belowin Section 3.3) as described in Sections 3.4 and 3.13. "Deferred Consideration Right" with respect to each of the Interests means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Merged Partnership and the General Partnership ("Liabilities Claims") and any amounts paid or subject to claims of the Surviving Partnership by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Merged Partnership or Quinn which survive Xxxxxng (but only during the period of such Unitsurvival) ("Indemnity Claims") multiplied by (a) the percentage interest of the Interest in the General Partnership, in the case of the General Partnership Interest, or (b) the percentage interest of the Interest in the Merged Partnership multiplied by the Merged Partnership's percentage interest in the General Partnership, in the case of the Interests in the Merged Partnership. As of the Effective Time, all Interests in the Merged Partnership shall cease to be outstanding and shall be canceled and each holder of an Interest shall, by virtue of the Merger, cease to have any rights with respect to the General Partnership, Merged Partnership or the Interests therein except the rights to receive the Conversion Price and the Deferred Consideration Rights with respect thereto, or the right, if any, to receive payment from the Surviving Partnership of cash equal to the fair value of his Interest in the Merged Partnership as provided in Section 121-1102 of the New York Law. The Appraised Value of each Unit held by an OptSurviving Partnership hereby agrees to comply, at its expense, with all payment and all other substantive and procedural obligations and requirements which must be complied with respect to Dissenting Partners, including, without limitation, Section 121-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value 1102 of the Partnership's hotels New York Law. Notwithstanding anything to the contrary contained in this Agreement, (i) if and to the extent that the amount required to be paid to any Dissenting Partner exceeds the portion (the "HotelsDissenting Partner Portion") as of the date that the order Conversion Price which would have been paid to such partner of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (eachMerged Partnership if such partner was not a Dissenting Partner, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal firm). The Appraised Value of the Units in the Merger excess amount shall be equal paid by the Surviving Partnership in addition to the amount that Unitholders would receive if the entire equity interest in the Partnership were sold for an amount equal to (i) the average of the appraised values determined by the two appraisers plus (or minus) Consideration, (ii) the net working capital of Dissenting Partner Portion paid by the Surviving Partnership (to Dissenting Partners shall be credited against the extent not distributed to the partners) minus Conversion Price and (iii) in the aggregate amount event that the holders of indebtedness more than 10% of the Interests are Dissenting Partners, the Surviving Partnership and its subsidiaries minus (iv) shall have the fair value of deferred management fees accrued under the Management Agreement, restated as of December 30, 1995, between the Partnership and Courtyard Management Corporation minus (v) the amount of any commitments for owner funded capital expenditures and the estimated cost of any deferred maintenance with respect right to terminate this Agreement by giving written notice thereof to the Partnership's properties, and Merged Partnership within ten (10) days after the proceeds of such sale were then distributed among the partners of the Partnership in the same manner as liquidation proceeds in accordance with the terms of the Partnership Agreement. The liquidity of the Units will not be a factor in determining the Appraised Value of the Units. The Surviving Partnership will pay the Appraised Value of Units held by Opt-Out Holders, without interest, to each Opt-Out Holder within 7 business days after final determination of its Appraised Value, and payment shall be made by a check mailed to the address of such Opt-Out Holder as set forth on the records of the Partnershipreceives notification thereof.

CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership Effecxxxx Xxxx xxch of the outstanding interests in Merger Sub the Merged Partnership (the "Interests") shall be cancelledautomatically, (B) the Units held by operation of law and without any action by the Purchaser (includingholders thereof, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.61% limited partnership interest in the Surviving Partnership; (C) the 21.5 Units held by CBM Two shall be converted into a 1.39% limited partnership interest in the Surviving Partnership, and CBM Two's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM Two shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM Two or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $147,959 per Unit the Conversion Price and the Deferred Consideration Right as provided below. "Conversion Price" means the Consideration less the principal amount at the Effective Time of the existing mortgage loans (or a pro rata portion thereofcollectively the "Existing Loan") covering the Merged Partnership's property in cash, which favor of IDS Life Insurance Company of New York (the "Existing Lender") less the amount shall be reduced by legal fees and expenses awarded specified by the court to General Partner as described in Section 3.11 and less the class action plaintiffs Reserve Amount multiplied by the percentage interest of the Interest in the Xxxxxx Litigation and which shall further be reduced by any amount owed by Merged Partnership. "Reserve Amount" means the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and sum of: (Ea) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value current liabilities of the Merged Partnership at the Effective Time (other than the principal amount of the Existing Loan) (the "Liabilities Reserve") and (b) $108,000. (the "Indemnity Reserve"); provided, however, that the Reserve Amount shall be reduced in proportion to the Interests of partners of the Merged Partnership ("Dissenting Partners") who have properly indicated their intention to seek payment of the fair value of their interests under Section 121-1102 of the New York Law. The Reserve Amount shall be held and disbursed by the Disbursing Agent (as defined belowin Section 3.3) as described in Sections 3.4 and 3.13. "Deferred Consideration Right" with respect to each Interest means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Merged Partnership ("Liabilities Claims") and any amounts paid or subject to claims of the Surviving Partnership by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Merged Partnership which survive Closing (but only during the period of such Unitsurvival) ("Indemnity Claims") multiplied by the percentage interest of the Interest in the Merged Partnership . As of the Effective Time, all Interests in the Merged Partnership shall cease to be outstanding and shall be canceled and each holder of an Interest shall, by virtue of the Merger, cease to have any rights with respect to the Merged Partnership or the Interests therein except the rights to receive the Conversion Price and the Deferred Consideration Rights with respect thereto, or the right, if any, to receive payment from the Surviving Partnership of cash equal to the fair value of his Interest in the Merged Partnership as provided in Section 121-1102 of the New York Law. The Appraised Value of each Unit held by an OptSurviving Partnership hereby agrees to comply, at its expense, with all payment and all other substantive and procedural obligations and requirements which must be complied with respect to Dissenting Partners, including, without limitation, Section 121-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value 1102 of the Partnership's hotels New York Law. Notwithstanding anything to the contrary contained in this Agreement, (i) if and to the extent that the amount required to be paid to any Dissenting Partner exceeds the portion (the "HotelsDissenting Partner Portion") as of the date that the order Conversion Price which would have been paid to such partner of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (eachMerged Partnership if such partner was not a Dissenting Partner, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal firm). The Appraised Value of the Units in the Merger excess amount shall be equal paid by the Surviving Partnership in addition to the amount that Unitholders would receive if the entire equity interest in the Partnership were sold for an amount equal to (i) the average of the appraised values determined by the two appraisers plus (or minus) Consideration, (ii) the net working capital of Dissenting Partner Portion paid by the Surviving Partnership (to Dissenting Partners shall be credited against the extent not distributed to the partners) minus Conversion Price and (iii) in the aggregate amount event that the holders of indebtedness more than 10% of the Interests are Dissenting Partners, the Surviving Partnership and its subsidiaries minus (iv) shall have the fair value of deferred management fees accrued under the Management Agreement, restated as of December 30, 1995, between the Partnership and Courtyard Management Corporation minus (v) the amount of any commitments for owner funded capital expenditures and the estimated cost of any deferred maintenance with respect right to terminate this Agreement by giving written notice thereof to the Partnership's properties, and Merged Partnership within ten (10) days after the proceeds of such sale were then distributed among the partners of the Partnership in the same manner as liquidation proceeds in accordance with the terms of the Partnership Agreement. The liquidity of the Units will not be a factor in determining the Appraised Value of the Units. The Surviving Partnership will pay the Appraised Value of Units held by Opt-Out Holders, without interest, to each Opt-Out Holder within 7 business days after final determination of its Appraised Value, and payment shall be made by a check mailed to the address of such Opt-Out Holder as set forth on the records of the Partnershipreceives notification thereof.

CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership Effecxxxx Xxxx xxch of the outstanding interests in Merger Sub the Merged Partnership (the "Interests") shall be cancelledautomatically, (B) the Units held by operation of law and without any action by the Purchaser (includingholders thereof, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.61% limited partnership interest in the Surviving Partnership; (C) the 21.5 Units held by CBM Two shall be converted into a 1.39% limited partnership interest in the Surviving Partnership, and CBM Two's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM Two shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM Two or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $147,959 per Unit the Conversion Price and the Deferred Consideration Right as provided below. "Conversion Price" means the Consideration less the principal amount at the Effective Time of the existing mortgage loans (or a pro rata portion thereofcollectively the "Existing Loan") covering the Merged Partnership's property in cash, which favor of IDS Life Insurance Company of New York (the "Existing Lender") less the amount shall be reduced by legal fees and expenses awarded specified by the court to General Partner as described in Section 3.11 and less the class action plaintiffs Reserve Amount multiplied by the percentage interest of the Interest in the Xxxxxx Litigation and which shall further be reduced by any amount owed by Merged Partnership. "Reserve Amount" means the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and sum of: (Ea) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value current liabilities of the Merged Partnership at the Effective Time (other than the principal amount of the Existing Loan) (the "Liabilities Reserve") and (b) $180,000. (the "Indemnity Reserve"); provided, however, that the Reserve Amount shall be reduced in proportion to the Interests of partners of the Merged Partnership ("Dissenting Partners") who have properly indicated their intention to seek payment of the fair value of their interests under Section 121-1102 of the New York Law. The Reserve Amount shall be held and disbursed by the Disbursing Agent (as defined belowin Section 3.3) as described in Sections 3.4 and 3.13. "Deferred Consideration Right" with respect to each Interest means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Merged Partnership ("Liabilities Claims") and any amounts paid or subject to claims of the Surviving Partnership by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Merged Partnership which survive Closing (but only during the period of such Unitsurvival) ("Indemnity Claims") multiplied by the percentage interest of the Interest in the Merged Partnership . As of the Effective Time, all Interests in the Merged Partnership shall cease to be outstanding and shall be canceled and each holder of an Interest shall, by virtue of the Merger, cease to have any rights with respect to the Merged Partnership or the Interests therein except the rights to receive the Conversion Price and the Deferred Consideration Rights with respect thereto, or the right, if any, to receive payment from the Surviving Partnership of cash equal to the fair value of his Interest in the Merged Partnership as provided in Section 121-1102 of the New York Law. The Appraised Value of each Unit held by an OptSurviving Partnership hereby agrees to comply, at its expense, with all payment and all other substantive and procedural obligations and requirements which must be complied with respect to Dissenting Partners, including, without limitation, Section 121-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value 1102 of the Partnership's hotels New York Law. Notwithstanding anything to the contrary contained in this Agreement, (i) if and to the extent that the amount required to be paid to any Dissenting Partner exceeds the portion (the "HotelsDissenting Partner Portion") as of the date that the order Conversion Price which would have been paid to such partner of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (eachMerged Partnership if such partner was not a Dissenting Partner, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal firm). The Appraised Value of the Units in the Merger excess amount shall be equal paid by the Surviving Partnership in addition to the amount that Unitholders would receive if the entire equity interest in the Partnership were sold for an amount equal to (i) the average of the appraised values determined by the two appraisers plus (or minus) Consideration, (ii) the net working capital of Dissenting Partner Portion paid by the Surviving Partnership (to Dissenting Partners shall be credited against the extent not distributed to the partners) minus Conversion Price and (iii) in the aggregate amount event that the holders of indebtedness more than 10% of the Interests are Dissenting Partners, the Surviving Partnership and its subsidiaries minus (iv) shall have the fair value of deferred management fees accrued under the Management Agreement, restated as of December 30, 1995, between the Partnership and Courtyard Management Corporation minus (v) the amount of any commitments for owner funded capital expenditures and the estimated cost of any deferred maintenance with respect right to terminate this Agreement by giving written notice thereof to the Partnership's properties, and Merged Partnership within ten (10) days after the proceeds of such sale were then distributed among the partners of the Partnership in the same manner as liquidation proceeds in accordance with the terms of the Partnership Agreement. The liquidity of the Units will not be a factor in determining the Appraised Value of the Units. The Surviving Partnership will pay the Appraised Value of Units held by Opt-Out Holders, without interest, to each Opt-Out Holder within 7 business days after final determination of its Appraised Value, and payment shall be made by a check mailed to the address of such Opt-Out Holder as set forth on the records of the Partnershipreceives notification thereof.

CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership Time each of the outstanding interests in Merger Sub the Merged Partnership (the "Interests") shall be cancelledautomatically, (B) the Units held by operation of law and without any action by the Purchaser (includingholders thereof, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.61% limited partnership interest in the Surviving Partnership; (C) the 21.5 Units held by CBM Two shall be converted into a 1.39% limited partnership interest in the Surviving Partnership, and CBM Two's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM Two shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM Two or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $147,959 per Unit the Conversion Price and the Deferred Consideration Right as provided below. "Conversion Price" means the Consideration less the principal amount at the Effective Time of the existing mortgage loan (or a pro rata portion thereofthe "Existing Loan") covering the Merged Partnership's property in cash, which favor of GMAC Commercial Mortgage - FannieMae Delegated Underwriting (the "Existing Lender") less the amount shall be reduced by legal fees and expenses awarded specified by the court to General Partner as described in Section 3.11 and less the class action plaintiffs Reserve Amount multiplied by the percentage interest of the Interest in the Xxxxxx Litigation and which shall further be reduced by any amount owed by Merged Partnership. "Reserve Amount" means the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and sum of: (Ea) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value current liabilities of the Merged Partnership at the Effective Time (other than the principal amount of the Existing Loan) (the "Liabilities Reserve") and (b) $240,000 (the "Indemnity Reserve"); provided, however, that the Reserve Amount shall be reduced in proportion to the Interests of partners of the Merged Partnership ("Dissenting Partners") who have properly indicated their intention to seek payment of the fair value of their interests under Section 121-1102 of the New York Law. The Reserve Amount shall be held and disbursed by the Disbursing Agent (as defined belowin Section 3.3) as described in Sections 3.4 and 3.13. "Deferred Consideration Right" with respect to each Interest means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Merged Partnership ("Liabilities Claims") and any amounts paid or subject to claims of the Surviving Partnership by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Merged Partnership which survive Closing (but only during the period of such Unitsurvival) ("Indemnity Claims") multiplied by the percentage interest of the Interest in the Merged Partnership . As of the Effective Time, all Interests in the Merged Partnership shall cease to be outstanding and shall be canceled and each holder of an Interest shall, by virtue of the Merger, cease to have any rights with respect to the Merged Partnership or the Interests therein except the rights to receive the Conversion Price and the Deferred Consideration Rights with respect thereto, or the right, if any, to receive payment from the Surviving Partnership of cash equal to the fair value of his Interest in the Merged Partnership as provided in Section 121- 1102 of the New York Law. The Appraised Value of each Unit held by an OptSurviving Partnership hereby agrees to comply, at its expense, with all payment and all other substantive and procedural obligations and requirements which must be complied with respect to Dissenting Partners, including, without limitation, Section 121-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value 1102 of the Partnership's hotels New York Law. Notwithstanding anything to the contrary contained in this Agreement, (i) if and to the extent that the amount required to be paid to any Dissenting Partner exceeds the portion (the "HotelsDissenting Partner Portion") as of the date that the order Conversion Price which would have been paid to such partner of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (eachMerged Partnership if such partner was not a Dissenting Partner, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal firm). The Appraised Value of the Units in the Merger excess amount shall be equal paid by the Surviving Partnership in addition to the amount that Unitholders would receive if the entire equity interest in the Partnership were sold for an amount equal to (i) the average of the appraised values determined by the two appraisers plus (or minus) Consideration, (ii) the net working capital of Dissenting Partner Portion paid by the Surviving Partnership (to Dissenting Partners shall be credited against the extent not distributed to the partners) minus Conversion Price and (iii) in the aggregate amount event that the holders of indebtedness more than 10% of the Interests are Dissenting Partners, the Surviving Partnership and its subsidiaries minus (iv) shall have the fair value of deferred management fees accrued under the Management Agreement, restated as of December 30, 1995, between the Partnership and Courtyard Management Corporation minus (v) the amount of any commitments for owner funded capital expenditures and the estimated cost of any deferred maintenance with respect right to terminate this Agreement by giving written notice thereof to the Partnership's properties, and Merged Partnership within ten (10) days after the proceeds of such sale were then distributed among the partners of the Partnership in the same manner as liquidation proceeds in accordance with the terms of the Partnership Agreement. The liquidity of the Units will not be a factor in determining the Appraised Value of the Units. The Surviving Partnership will pay the Appraised Value of Units held by Opt-Out Holders, without interest, to each Opt-Out Holder within 7 business days after final determination of its Appraised Value, and payment shall be made by a check mailed to the address of such Opt-Out Holder as set forth on the records of the Partnershipreceives notification thereof.

CONVERSION OF PARTNERSHIP INTERESTS. At the Effective Time: (A) all partnership Effectivx Xxxx xxxx of the outstanding interests in Merger Sub the Merged Partnership (the "Interests") shall be cancelledautomatically, (B) the Units held by operation of law and without any action by the Purchaser (includingholders thereof, without limitation, the Units acquired in the Purchase Offer) shall be converted into a 93.61% limited partnership interest in the Surviving Partnership; (C) the 21.5 Units held by CBM Two shall be converted into a 1.39% limited partnership interest in the Surviving Partnership, and CBM Two's general partnership interest in the Partnership shall be unaffected by the Merger and remain outstanding so that CBM Two shall own a 5% general partnership interest in the Surviving Partnership; (D) each outstanding Unit (and fraction thereof) (other than Units held by CBM Two or the Purchaser or by a holder who has elected to opt-out of the Settlement (an "Opt-Out Holder")) shall be converted into the right to receive $147,959 per Unit the Conversion Price and the Deferred Consideration Right as provided below. "Conversion Price" means the Consideration less the principal amount at the Effective Time of the existing mortgage loans (or a pro rata portion thereofcollectively the "Existing Loan") covering the Merged Partnership's property in cash, which favor of American Enterprise Life Insurance Company (the "Existing Lender") less the amount shall be reduced by legal fees and expenses awarded specified by the court to General Partner as described in Section 3.11 and less the class action plaintiffs Reserve Amount multiplied by the percentage interest of the Interest in the Xxxxxx Litigation and which shall further be reduced by any amount owed by Merged Partnership. "Reserve Amount" means the holder on the original purchase price of such Unit, such amount to be distributed in accordance with the terms of the Settlement Agreement; and sum of: (Ea) each Unit held by an Opt-Out Holder shall be converted into the right to receive cash in an amount equal to the Appraised Value current liabilities of the Merged Partnership at the Effective Time (other than the principal amount of the Existing Loan) (the "Liabilities Reserve") and (b) $156,000 (the "Indemnity Reserve"); provided, however, that the Reserve Amount shall be reduced in proportion to the Interests of partners of the Merged Partnership ("Dissenting Partners") who have properly indicated their intention to seek payment of the fair value of their interests under Section 121-1102 of the New York Law. The Reserve Amount shall be held and disbursed by the Disbursing Agent (as defined belowin Section 3.3) as described in Sections 3.4 and 3.13. "Deferred Consideration Right" with respect to each Interest means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Merged Partnership ("Liabilities Claims") and any amounts paid or subject to claims of the Surviving Partnership by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Merged Partnership which survive Closing (but only during the period of such Unitsurvival) ("Indemnity Claims") multiplied by the percentage interest of the Interest in the Merged Partnership . As of the Effective Time, all Interests in the Merged Partnership shall cease to be outstanding and shall be canceled and each holder of an Interest shall, by virtue of the Merger, cease to have any rights with respect to the Merged Partnership or the Interests therein except the rights to receive the Conversion Price and the Deferred Consideration Rights with respect thereto, or the right, if any, to receive payment from the Surviving Partnership of cash equal to the fair value of his Interest in the Merged Partnership as provided in Section 121-1102 of the New York Law. The Appraised Value of each Unit held by an OptSurviving Partnership hereby agrees to comply, at its expense, with all payment and all other substantive and procedural obligations and requirements which must be complied with respect to Dissenting Partners, including, without limitation, Section 121-Out Holder shall be determined in the following manner. Two independent, nationally recognized hotel valuation firms ________________________ and ________________________, which shall be approved by the Court (or, if the Court does not approve such firms, such substitutes as may be approved by the Court), will appraise the market value 1102 of the Partnership's hotels New York Law. Notwithstanding anything to the contrary contained in this Agreement, (i) if and to the extent that the amount required to be paid to any Dissenting Partner exceeds the portion (the "HotelsDissenting Partner Portion") as of the date that the order Conversion Price which would have been paid to such partner of the Court approving the terms of the Settlement and the dismissal of the Litigation shall have become Final (eachMerged Partnership if such partner was not a Dissenting Partner, as defined in the Settlement Agreement), which appraisals will be completed within 60 days after the Effective Time and set forth in a report certified by a MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation (which may be based on site visits to 10 or more Hotels and a limited scope review deemed appropriate by such appraisal firm). The Appraised Value of the Units in the Merger excess amount shall be equal paid by the Surviving Partnership in addition to the amount that Unitholders would receive if the entire equity interest in the Partnership were sold for an amount equal to (i) the average of the appraised values determined by the two appraisers plus (or minus) Consideration, (ii) the net working capital of Dissenting Partner Portion paid by the Surviving Partnership (to Dissenting Partners shall be credited against the extent not distributed to the partners) minus Conversion Price and (iii) in the aggregate amount event that the holders of indebtedness more than 10% of the Interests are Dissenting Partners, the Surviving Partnership and its subsidiaries minus (iv) shall have the fair value of deferred management fees accrued under the Management Agreement, restated as of December 30, 1995, between the Partnership and Courtyard Management Corporation minus (v) the amount of any commitments for owner funded capital expenditures and the estimated cost of any deferred maintenance with respect right to terminate this Agreement by giving written notice thereof to the Partnership's properties, and Merged Partnership within ten (10) days after the proceeds of such sale were then distributed among the partners of the Partnership in the same manner as liquidation proceeds in accordance with the terms of the Partnership Agreement. The liquidity of the Units will not be a factor in determining the Appraised Value of the Units. The Surviving Partnership will pay the Appraised Value of Units held by Opt-Out Holders, without interest, to each Opt-Out Holder within 7 business days after final determination of its Appraised Value, and payment shall be made by a check mailed to the address of such Opt-Out Holder as set forth on the records of the Partnershipreceives notification thereof.