Special GP Value definition
Special GP Value means, as of any date of determination, the value of the Special General Partner Interest for purposes of Section 11.7, which shall be equal to the lesser of : (i) 5.0 times the total distributions of Available Cash paid by the Partnership to the Special General Partner pursuant to Section 5.1.A. in respect of the last completed fiscal year of the Partnership immediately preceding the date of determination; and (ii) the discounted value of expected future distributions of Available Cash payable to the Special General Partner pursuant to Section 5.1.A., based on projections prepared by the General Partner’s Advisor using reasonable assumptions, for the period from the date of determination until March 27, 2025, using as the discount rate for such calculation the weighted average discount rate used by the independent third-party valuation firm retained by the General Partner to determine the fair value of the General Partner’s investment portfolio for purposes of the General Partner’s most recently published estimated asset value per share prior to the date of determination, as adjusted to reflect any dispositions of assets that have occurred after the date as of which such estimated net asset value per share was determined to the date of determination.