Common use of Call Right Clause in Contracts

Call Right. (a) Subject to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3. (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.6, the General Partner (subject to the limitations set forth in Section 8.6(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3. (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.6, the General Partner (subject to the limitations set forth in Section 8.6(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3. (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.6, the General Partner (subject to the limitations set forth in Section 8.6(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles Declaration of IncorporationTrust, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c) below, and subject to 9.5.1 In the modification event of any rights or obligations provided for herein by agreement(s) between the a General Partner and any one Liquidity Event or more Limited Partners with respect immediately prior to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in questiona General Partner Liquidity Event, the General Partner shall have the right (the “Call Right”) to purchase (i) all of the Partnership Common Units held by a Common Limited Partner and (ii) all of the LTIP Units held by an LTIP Unit Limited Partner (each of clause (i) and clause (ii), a “Called Unit”), at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, beginning on or after the Exchange Date, elect to purchase such Partnership Called Units by paying to the Limited Partner in question the REIT Shares Amount in lieu of the Cash Amount, provided further that for purposes of this Section 9.5, (i) the determination of the Economic Capital Account Balances and the Cash Amount of any LTIP Units that are Called Units shall also take into account any allocations that occur in connection with the General Partner Liquidity Event or that would occur in connection with the General Partner Liquidity Event if the assets of the Partnership were sold at a value determined by the General Partner in good faith using the value attributed to the General Partner’s General Partner Units in the context of the General Partner Liquidity Event and (ii) the REIT Shares Amount paid for Called Units that are LTIP Units shall not exceed a number of REIT Shares with a value equal to the Cash Amount of such LTIP Units. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) delivered by the General Partner to any such the Limited Partner. The General Partner may not exercise the Call Right for less than all of the entire interest of a Limited Partner in the PartnershipCalled Units. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.69.5. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.69.5. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Called Units, as applicable. The Call Right may be assigned to any acquiring company pursuant to a General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3Liquidity Event. (i) 9.5.2 Within 30 days after the delivery of the Call Notice by the General Partner to a the Limited Partner Partners under this Section 8.69.5, the General Partner (subject to the limitations set forth in Section 8.6(c)9.5.4) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such the Limited Partner Partners or, as applicable, its assigneetheir assignees, whereupon the General Partner (or its designee) shall acquire the Partnership Called Units of such Limited Partner Partners or, as applicable, its assigneetheir assignees, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Called Units). (ii) 9.5.3 In the event that the General Partner elects to pay such a Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (Ai) the number of REIT Shares which equals the nearest whole number less than such amount plus (Bii) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. 9.5.4 In determining whether to elect to pay the REIT Shares Amount in lieu of the Cash Amount in Sections 9.5.1 and 9.5.2, the General Partner shall consider whether such election would result in, (i) any Person owning shares of CCI in excess of the Shareholder Limitation (or, if applicable, the Excepted Holder Limit), (ii) the REIT Shares being owned by less than 100 persons, (iii) CCI being “closely held” within the meaning of Section 856(h) of the Code or (iv) CCI owning, directly or constructively, 9.9% or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Code. The General Partner, in its sole and absolute discretion, may elect to pay the REIT Shares Amount despite the fact that it would result in any of the occurrences set forth in this Section 9.5.4. 9.5.5 Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner or CCI may reasonably require in connection with the issuance of the REIT Shares upon exercise of the Call Right (including including, without limitation limitation, an assignment of Partnership Units pursuant to the terms of which such Called Units. Each Limited Partner (A) represents, warrants and certifies that it has has, and will have, marketable and unencumbered title to its Partnership Called Units, free and clear of any liens or the rights of or interest of any other person or entityentity and covenants and agrees to deliver its Called Units, free of any such items. The Limited Partner further represents, warrants and certifies that it has has, and will have, the full right, power and authority to transfer and surrender its Partnership Called Units, as applicable, and that it has obtained obtained, and will obtain, the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender. The General Partner shall have no obligation to acquire Called Units (i) to the extent that any such Called Units are subject to any liens, encumbrances or the right or interest of any other person or entity or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Called Units are not subject to any such liens, encumbrances or the right or interest of any other person or entity or shall fail to fully indemnify the General Partner as set forth below; provided, however, the General Partner may, in its sole discretion, acquire Called Units subject to a lien, encumbrance or right of another person or entity and in such case the General Partner shall reduce the Cash Amount (Bor REIT Shares Amount) paid to the Limited Partner by the amount of the lien, encumbrance or right of any other person or entity. The Limited Partner agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units Called Units, which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) aboveRight including, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred without limitation, with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner respect to any additional taxes under Section 857 or Section 4981 of the Codeliens, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens rights or encumbrances interests of other persons or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii)entities. Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Called Units to the General PartnerPartner pursuant to the exercise of the Call Right, such Limited Partner shall assume and pay such transfer tax. 9.5.6 In the event this Call Right is exercised, all Unvested LTIP Units shall terminate and be null and void. 9.5.7 The General Partner may assign its rights and obligations under this Section 9.5 to CCI.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”"CALL RIGHT") to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03. (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.68.06, the General Partner (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(sCertificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s 's Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a8.06(a) and 8.6(b8.06(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.37.03; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s 's Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii8.06(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”"CALL RIGHT") to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof. (b) (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.68.06, the General Partner (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. Prior to an Initial Public Offering, if a Management Shareholder, a Non-Employee Director or an Employee Shareholder (ain this Section, the "Departing Employee") Subject shall for any reason cease to Section 8.6(c) belowbe an employee of, and subject or consultant to the modification of any rights or obligations provided for herein by agreement(sCorporation and/or its Affiliates, the Corporation (in this Section 12.1 called the "Purchaser") between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, shall at any time after thereafter be entitled to send a notice in writing to the expiration Departing Employee requiring the sale of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held shares of the Corporation beneficially owned by a Limited Partner at a price equal the Departing Employee and any member of his Immediate Family (in this Section 12.1, the "Purchased Shares") and on receipt of such notice, the Departing Employee and his Immediate Family (collectively, in this Section 12.1, the "Vendor") shall sell to the Cash Amount; providedPurchaser and the Purchaser shall purchase for cancellation from the Vendor the Purchased Shares, however, that upon the General Partner may, in its sole terms and absolute discretion, elect to purchase such Partnership Units by paying to conditions hereinafter set forth. If the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right Corporation shall be exercised prohibited pursuant to any contract or by Applicable Law (not entered into with a notice (view to affording the “Call Notice”) delivered by Founding Shareholder and the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than Strategic Partners the right to receive payment for its interest in exercise the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner Corporation's purchase rights pursuant to this Section 8.6. In connection with any exercise of 12.1) to which it is a party or by which it is bound or pursuant to the Act or Applicable Law from purchasing shares in its capital, or would otherwise pursuant to such Call Right by the General Partner with respect to an assigneecontractual arrangements be prohibited from completing such transaction, the Cash Amount (or REIT Shares Amount) Founding Shareholder and the Strategic Partners shall be paid by the General Partner directly to such assignee and entitled, but not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable obligated, to exercise the Call Right Corporation's purchase rights pursuant to this Section 12.1 (and if more than one of such Shareholders elect to participate they shall purchase on a basis pro rata to their respective beneficial ownership of Common Shares as at the Call Right shall lapse upon the occurrence date of a Liquidating Event unless and until the Partners shall continue the business delivery of such notice). The members of the Partnership under Section 7.3. (i) Within 30 days after Founding Shareholder shall purchase the Purchased Shares to be purchased by them pro rata to their respective beneficial ownership of Common Shares at the date of delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.6, the General Partner (subject to the limitations set forth in Section 8.6(c)) shall transfer and deliver the Cash Amount (Second Offer. The Corporation or the REIT Shares Amount) to such Limited Partner orpurchasing Shareholder(s), as applicablethe case may be, its assignee, whereupon which is to purchase the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement Purchased Shares is referred to hereafter as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units)"Purchaser". (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner Company and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner Company shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner Company (or any of its Affiliates) may, in its the Company’s sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner Company to any such Limited Partner. The General Partner Company may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner Company pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner Company with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner Company directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner Company shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof. (b) (i) Within 30 days after the delivery of the Call Notice by the General Partner Company to a Limited Partner under this Section 8.68.06, the General Partner Company (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner Company (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c) below, and subject to 9.5.1 In the modification event of any rights or obligations provided for herein by agreement(s) between the a General Partner and any one Liquidity Event or more Limited Partners with respect immediately prior to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in questiona General Partner Liquidity Event, the General Partner shall have the right (the “Call Right”) to purchase (i) all of the Partnership Common Units held by a Common Limited Partner and (ii) all of the LTIP Units held by an LTIP Unit Limited Partner (each of clause (i) and clause (ii), a “Called Unit”), at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, beginning on or after the Exchange Date, elect to purchase such Partnership Called Units by paying to the Limited Partner in question the REIT Shares Amount in lieu of the Cash Amount, provided further that for purposes of this Section 9.5, (i) the determination of the Economic Capital Account Balances and the Cash Amount of any LTIP Units that are Called Units shall also take into account any allocations that occur in connection with the General Partner Liquidity Event or that would occur in connection with the General Partner Liquidity Event if the assets of the Partnership were sold at a value determined by the General Partner in good faith using the value attributed to the General Partner’s General Partner Units in the context of the General Partner Liquidity Event and (ii) the REIT Shares Amount paid for Called Units that are LTIP Units shall not exceed a number of REIT Shares with a value equal to the Cash Amount of such LTIP Units. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) delivered by the General Partner to any such the Limited Partner. The General Partner may not exercise the Call Right for less than all of the entire interest of a Limited Partner in the PartnershipCalled Units. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.69.5. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.69.5. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Called Units, as applicable. The Call Right may be assigned to any acquiring company pursuant to a General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3Liquidity Event. (i) 9.5.2 Within 30 days after the delivery of the Call Notice by the General Partner to a the Limited Partner Partners under this Section 8.69.5, the General Partner (subject to the limitations set forth in Section 8.6(c)9.5.4) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such the Limited Partner Partners or, as applicable, its assigneetheir assignees, whereupon the General Partner (or its designee) shall acquire the Partnership Called Units of such Limited Partner Partners or, as applicable, its assigneetheir assignees, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Called Units). (ii) 9.5.3 In the event that the General Partner elects to pay such a Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (Ai) the number of REIT Shares which equals the nearest whole number less than such amount plus (Bii) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. 9.5.4 In determining whether to elect to pay the REIT Shares Amount in lieu of the Cash Amount in Sections 9.5.1 and 9.5.2, the General Partner shall consider whether such election would result in, (i) any Person owning shares of the General Partner in excess of the Shareholder Limitation (or, if applicable, the Excepted Holder Limit), (ii) the REIT Shares being owned by less than 100 persons, (iii) the General Partner being “closely held” within the meaning of Section 856(h) of the Code or (iv) the General Partner owning, directly or constructively, 9.9% or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Code. The General Partner, in its sole and absolute discretion, may elect to pay the REIT Shares Amount despite the fact that it would result in any of the occurrences set forth in this Section 9.5.4. 9.5.5 Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of the REIT Shares upon exercise of the Call Right (including including, without limitation limitation, an assignment of Partnership Units pursuant to the terms of which such Called Units. Each Limited Partner (A) represents, warrants and certifies that it has has, and will have, marketable and unencumbered title to its Partnership Called Units, free and clear of any liens or the rights of or interest of any other person or entityentity and covenants and agrees to deliver its Called Units, free of any such items. The Limited Partner further represents, warrants and certifies that it has has, and will have, the full right, power and authority to transfer and surrender its Partnership Called Units, as applicable, and that it has obtained obtained, and will obtain, the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender. The General Partner shall have no obligation to acquire Called Units (i) to the extent that any such Called Units are subject to any liens, encumbrances or the right or interest of any other person or entity or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Called Units are not subject to any such liens, encumbrances or the right or interest of any other person or entity or shall fail to fully indemnify the General Partner as set forth below; provided, however, the General Partner may, in its sole discretion, acquire Called Units subject to a lien, encumbrance or right of another person or entity and in such case the General Partner shall reduce the Cash Amount (Bor REIT Shares Amount) paid to the Limited Partner by the amount of the lien, encumbrance or right of any other person or entity. The Limited Partner agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units Called Units, which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) aboveRight including, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred without limitation, with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner respect to any additional taxes under Section 857 or Section 4981 of the Codeliens, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens rights or encumbrances interests of other persons or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii)entities. Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Called Units to the General PartnerPartner pursuant to the exercise of the Call Right, such Limited Partner shall assume and pay such transfer tax. 9.5.6 In the event this Call Right is exercised, all Unvested LTIP Units shall terminate and be null and void.

Call Right. (a) Subject to Section 8.6(c) belowEach Other Partner hereby acknowledges and agrees that his, and her or its Partnership Units are subject to the modification “Call Right” and other provisions of any rights or obligations provided for herein by agreement(s) between Section 9.6 of the General Partner Parent LP Agreement. If and any to the extent one or more Limited of the Centre Partners Entities or the Parent exercises its Call Right (as defined in the Parent LP Agreement) pursuant to Section 9.6(a) of the Parent LP Agreement, then simultaneously with the consummation of the sale of the applicable Partnership Units pursuant to such Call Right, the Partnership shall repurchase such amount of its Partnership Units repurchased pursuant to the Call Right (and the Other Partner subject to such Call Right shall transfer such Partnership Units to the Partnership), and the Person(s) purchasing such Partnership Units pursuant to such Call Right shall purchase all such Parent Partnership Units held by the Partnership relating to such Partnership Units on the terms and conditions, including price, provided for in the Parent LP Agreement. In such case, Person(s) purchasing such Partnership Units pursuant to such Call Right, on the Partnership’s behalf and in lieu of paying any amount due to the Partnership pursuant to Section 9.6(a) of the Parent LP Agreement (for further payment by the Partnership to the applicable Other Partner), shall pay the amounts owed with respect to such Call Right to such Other Partner pursuant to this Section 9.6(a) by wire transfer of immediately available funds to an account specified in advance by such Other Partner, whereupon the Partnership shall have no further obligations with respect thereto. All such Partnership Units purchased by the Partnership shall be deemed cancelled. (b) Upon the death of any Individual Partner (other than an Individual Partner who has been employed by the Parent or any of its Affiliates and whose employment is Terminated due to death and is covered by Section 9.6(a)(i)(C)(y) of the Parent LP Agreement), at any time within ninety (90) days after becoming aware of such Individual Partner’s death (the “Individual Notice Period”), (x) first, the Parent, (y) to the extent that the Parent chooses not to, then second, the Partnership and (z) to the extent that the Partnership chooses not to, then third, the Centre Partners Entities, may purchase all of the Partnership Units held by themsuch Individual Partner (the “Individual Call Units”) at a purchase price per unit equal to the Fair Market Value of such Partnership Units as of the date of the exercise of such right (the “Individual Call Right”). To exercise such Individual Call Right, at the Parent must give written notice thereof to such Individual Partner’s estate (the “Individual Call Notice”). The Individual Call Notice is irrevocable and must set forth the Parent’s intent to exercise the Individual Call Right, contain the total number of Individual Call Units to be sold pursuant to the Individual Call Right, and be mailed or delivered during the Individual Notice Period. The closing of any time repurchase under this Section 9.6(b) shall occur on the date to be specified by the Parent, such date to be no later than 90 days after the date of the Individual Call Notice. No adjustments shall be made to the purchase price for fluctuations in the Fair Market Value of the Individual Call Units after the date of the Individual Call Notice. If the Parent elects not to exercise the Individual Call Right, it shall notify the Partnership within twenty days prior to the expiration of the Holding Period Individual Notice Period, and the Partnership may exercise the Individual Call Right pursuant to the provisions of this Section 9.6(b) as if it were the Parent; provided that the terms and provisions of Section 9.6(c) shall apply to such transaction, and the Partnership shall comply with the obligations set forth in Section 9.6(c), as if the Partnership shall been notified by the Parent pursuant to Section 9.6(a)(iii) of the Parent LP Agreement that the Parent does not elect to exercise its Call Right (as defined in the Parent LP Agreement) under the Parent LP Agreement. If the Partnership elects not to exercise the Individual Call Right, it shall notify the Centre Partners Entities within ten days prior to the expiration of the Individual Notice Period, and the Centre Partners Entities may exercise the Individual Call Right pursuant to the provisions of this Section 9.6(b) as if it were the Parent. In connection with an exercise by the Centre Partners Entities hereunder, each Participating Common Partner (as defined in the Parent LP Agreement) shall have the right to purchase an amount of such Individual Call Units equal to (i) the total number of such Individual Call Units multiplied by (ii) a fraction equal to (x) the number of outstanding Participating Common Units (as defined in the Parent LP Agreement) owned by such Participating Common Partner over (y) the number of outstanding Participating Common Units owned by all of the Participating Common Partners; provided that the terms and provisions of Section 9.6(d) shall apply to such transaction, and the Partnership shall comply with the obligations set forth in Section 9.6(d), as if the Partnership shall been notified by the Centre Partners Entities pursuant to Section 9.6(a)(iii) of the Parent LP Agreement that the Centre Partners Entities elect to exercise their Call Right (as defined in the Parent LP Agreement) under the Parent LP Agreement. The Centre Partners Entities shall have the right to purchase any of the Individual Call Units not purchased by the Participating Common Partners. (c) [Reserved] (d) If the Partnership is notified by the Centre Partners Entities pursuant to Section 9.6(a)(iii) of the Parent LP Agreement that the Centre Partners Entities elect to exercise their Call Right (as defined in the Parent LP Agreement) under the Parent LP Agreement (a “Centre Call Right”), the Partnership shall promptly notify each of the Non-Former Employee Holders. Each Non-Former Employee Holder shall have the right to purchase the Call Units (as defined in the Parent LP Agreement) in an amount equal to (i) the total number of such Call Units permitted to be purchased by the Partnership pursuant to the penultimate sentence of Section 9.6(a)(iii) of the Parent LLP Agreement (the “Centre Call Units”) multiplied by (ii) a fraction equal to (x) the number of outstanding Common Units owned by such Non-Former Employee Holder over (y) the number of outstanding Common Units owned by all of the Non-Former Employee Holders; provided, that to the extent that any Non-Former Employee Holder does not elect to purchase its portion of the Centre Call Units, the remaining Non-Former Employee Holders shall have the right to purchase such amount of Centre Call Units equal to their respective pro rata shares, based upon the amount of outstanding Common Units owned by such Non-Former Employee Holder relative to the outstanding Common Units owned by all of such remaining Non-Former Employee Holders. Each Non-Former Employee Holder shall provide written notice to the Partnership within ten (10) days of the receipt of such notice from the Partnership, and any Non-Former Employee Holder who fails to provide such notice shall be deemed not to have elected to purchase any Centre Call Units. The Partnership shall deliver a written notice (a “Centre Call Notice”) on such tenth (10) day and the Partnership shall, using the proceeds from the Non-Former Employee Holders, purchase the portion of the Centre Call Units elected to be purchased by the Non-Former Employee Holders (and such Non-Former Employee Holders shall deliver such proceeds to the Partnership in exchange for the issuance of Common Units by the Partnership). Notwithstanding the foregoing, in the event that the General Partner reasonably determines that the offering of any securities to a Non-Former Employee Holder will require the Parent or the Partnership Units to prepare a prospectus or similar offering document in questionorder for such offering to comply with the provisions of the Securities Act, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect discretion to purchase exclude such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) delivered by the General Partner to any Non-Former Employee Holder from such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3offering. (ie) Within 30 days after the delivery Notwithstanding anything to contrary herein, Parent and each of the Call Notice by the General Partner to a Limited Partner under this Section 8.6, the General Partner (subject to the limitations set forth in Section 8.6(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and Centre Party Entities shall be treated for all purposes a third party beneficiary of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units)Agreement. (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject 8.5.1 In the event of a Termination Event or immediately prior to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in questiona Termination Event, the General Partner shall have the right (the “Call Right”) to purchase all of the Common Limited Partnership Units held by a Common Limited Partner (a “Called Unit”), at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, beginning on or after the Exchange Date, elect to purchase such Partnership Called Units by paying to the Common Limited Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) delivered by the General Partner to any such the Common Limited Partner. The General Partner may not exercise the Call Right for less than all of the entire interest of a Limited Partner in the PartnershipCalled Units. A Common Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.5. An assignee of a Common Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.5. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Common Limited Partner from which such assignee acquired its Partnership Called Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of may be assigned to any acquiring company pursuant to a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3Termination Event. (i) 8.5.2 Within 30 days after the delivery of the Call Notice by the General Partner to a the Common Limited Partner Partners under this Section 8.68.5, the General Partner (subject to the limitations set forth in Section 8.6(c)8.5.4) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such the Common Limited Partner Partners or, as applicable, its assigneetheir assignees, whereupon the General Partner (or its designee) shall acquire the Partnership Called Units of such Common Limited Partner Partners or, as applicable, its assigneetheir assignees, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Called Units). (ii) 8.5.3 In the event that the General Partner elects to pay such Common Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Common Limited Partner shall be paid (Ai) the number of REIT Shares which equals the nearest whole number less than such amount plus (Bii) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Common Limited Partner. (iii) Each Limited Partner agrees 8.5.4 In determining whether to deliver elect to pay the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise Amount in lieu of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) representsCash Amount in Sections 8.5.1, warrants 8.5.2 and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above8.5.3, the General Partner shall not be entitled to exercise the Call Right if consider whether such election would result in, (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability any Person owning shares of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 in excess of the CodeCommon Stock Ownership Limit or the Aggregate Stock Ownership Limit (or, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contraryif applicable, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iiiExcepted Holder Limit). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.,

Call Right. (a) Subject 9.5.1 In the event of a Termination Event or immediately prior to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in questiona Termination Event, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Limited Partner Units held by a Limited Partner (a “Called Unit”), at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, beginning on or after the Exchange Date, elect to purchase such Partnership Called Units by paying to the Limited Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) delivered by the General Partner to any such the Limited Partner. The General Partner may not exercise the Call Right for less than all of the entire interest of a Limited Partner in the PartnershipCalled Units. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.69.5. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.69.5. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Called Units, as applicable. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of may be assigned to any acquiring company pursuant to a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3.Termination Event. ​ ​ (i) 9.5.2 Within 30 days after the delivery of the Call Notice by the General Partner to a the Limited Partner Partners under this Section 8.69.5, the General Partner (subject to the limitations set forth in Section 8.6(c)9.5.4) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such the Limited Partner Partners or, as applicable, its assigneetheir assignees, whereupon the General Partner (or its designee) shall acquire the Partnership Called Units of such Limited Partner Partners or, as applicable, its assigneetheir assignees, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Called Units). (ii) 9.5.3 In the event that the General Partner elects to pay such a Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (Ai) the number of REIT Shares which equals the nearest whole number less than such amount plus (Bii) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. 9.5.4 In determining whether to elect to pay the REIT Shares Amount in lieu of the Cash Amount in Sections 9.5.1 and 9.5.2, the General Partner shall consider whether such election would result in, (i) any Person owning shares of the General Partner in excess of the Shareholder Limitation (or, if applicable, the Excepted Holder Limit), (ii) the REIT Shares being owned by less than 100 persons, (iii) the General Partner being “closely held” within the meaning of Section 856(h) of the Code or (iv) the General Partner owning, directly or constructively, 9.9% or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Code. The General Partner, in its sole discretion, may elect to pay the REIT Shares Amount despite the fact that it would result in any of the occurrences set forth in this Section 9.5.4. 9.5.5 Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of the REIT Shares upon exercise of the Call Right (including including, without limitation limitation, an assignment of Partnership Units pursuant to the terms of which such Called Units. Each Limited Partner (A) represents, warrants and certifies that it has has, and will have, marketable and unencumbered title to its Partnership Called Units, free and clear of any liens or the rights of or interest of any other person or entityentity and covenants and agrees to deliver its Called Units, free of any such items. The Limited Partner further represents, warrants and certifies that it has has, and will have, the full right, power and authority to transfer and surrender its Partnership Called Units, as applicable, and that it has obtained obtained, and will obtain, the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender. The General Partner shall have no obligation to acquire Called Units (i) to the extent that any such Called Units are subject to any liens, encumbrances or the right or interest of any other person or entity or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Called Units are not subject to any such liens, encumbrances or the right or interest of any other person or entity or shall fail to fully indemnify the General Partner as set forth below; provided, however, the General Partner may, in its sole discretion, acquire Called Units subject to a lien, encumbrance or right of another person or entity and in such case the General Partner shall reduce the Cash Amount (Bor REIT Shares Amount) paid to the Limited Partner by the amount of the lien, encumbrance or right of any other person or entity. The Limited Partner agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units Called Units, which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) aboveRight including, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred without limitation, with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner respect to any additional taxes under Section 857 or Section 4981 of the Codeliens, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens rights or encumbrances interests of other persons or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii)entities. Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Called Units to the General PartnerPartner pursuant to the exercise of the Call Right, such Limited Partner shall assume and pay such transfer tax.. ​ ​

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof. (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.68.06, the General Partner (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(sCertificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a8.06(a) and 8.6(b8.06(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.37.03 hereof; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii8.06(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner Company (or its Affiliate) and any one or more Limited Partners with respect to the Partnership Interests and allocable Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner Company (including its Affiliates) shall have the right (the “Call Right”) to purchase the Partnership Interest and all of the allocable Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner Company (or any of its Affiliates) may, in its the Company’s sole and absolute discretion, elect to purchase such Partnership Interest and allocable Partnership Units by paying or causing the Company to pay to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner Company to any such Limited Partner. The General Partner Company may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner Company pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner Company with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner Company or the Company, as applicable, directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner Company shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof. (i) Within 30 days after the delivery of the Call Notice by the General Partner Company to a Limited Partner under this Section 8.68.06, the General Partner Company (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) Amount to such Limited Partner or, as applicable, its assignee, whereupon the General Partner Company (or its designee) shall acquire the Partnership Interest and allocable Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Interest and allocable Partnership Units (and as a Limited Partner with respect to such Partnership Interest and allocable Partnership Units). (ii) In the event that the General Partner Company elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which that equals the nearest whole number less than such amount plus (B) an amount of cash which that the General Partner Company determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which that would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner Company the Partnership Unit certificate(s) Interest Certificate, if any, representing its Limited Partnership Interest and to execute such documents as the General Partner Company may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Interest and allocable Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Interest and allocable Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Interest and allocable Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner Company harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Interest and allocable Partnership Units which that are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a8.06(a) and 8.6(b8.06(b) above, the General Partner Company shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; 7.03 hereof, or (ii) the delivery of REIT Shares to the Limited Partner Partner: (A) would be prohibited under the Articles Certificate of Incorporation, Limited Partnership; (B) would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code, ; or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner Company that all Partnership Interests and allocable Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner Company free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner Company shall not be under any obligation to acquire a Limited Partner’s Partnership Interest and allocable Partnership Units (i) to the extent that any such Partnership Interest and allocable Partnership Units are subject to any such liens or encumbrances encumbrances, or (ii) in the event that the Limited Partner shall fail to give the General Partner Company adequate assurances that such Partnership Interest and allocable Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner Company from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii8.06(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Interest and allocable Partnership Units to the General PartnerCompany, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the ““ Call RightRight ”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3. (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.6, the General Partner (subject to the limitations set forth in Section 8.6(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03. (b) (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.68.06, the General Partner (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c) belowEach Other Partner hereby acknowledges and agrees that his, and her or its Partnership Units are subject to the modification “Call Right” and other provisions of any rights or obligations provided for herein by agreement(s) between Section 9.6 of the General Partner Parent LP Agreement. If and any to the extent one or more Limited of the Centre Partners Entities or the Parent exercises its Call Right (as defined in the Parent LP Agreement) pursuant to Section 9.6(a) of the Parent LP Agreement, then simultaneously with the consummation of the sale of the applicable Partnership Units pursuant to such Call Right, the Partnership shall repurchase such amount of its Partnership Units repurchased pursuant to the Call Right (and the Other Partner subject to such Call Right shall transfer such Partnership Units to the Partnership), and the Person(s) purchasing such Partnership Units pursuant to such Call Right shall purchase all such Parent Partnership Units held by the Partnership relating to such Partnership Units on the terms and conditions, including price, provided for in the Parent LP Agreement. In such case, Person(s) purchasing such Partnership Units pursuant to such Call Right, on the Partnership’s behalf and in lieu of paying any amount due to the Partnership pursuant to Section 9.6(a) of the Parent LP Agreement (for further payment by the Partnership to the applicable Other Partner), shall pay the amounts owed with respect to such Call Right to such Other Partner pursuant to this Section 9.6(a) by wire transfer of immediately available funds to an account specified in advance by such Other Partner, whereupon the Partnership shall have no further obligations with respect thereto. All such Partnership Units purchased by the Partnership shall be deemed cancelled. (b) Upon the death of any Individual Partner (other than an Individual Partner who has been employed by the Parent or any of its Affiliates and whose employment is Terminated due to death and is covered by Section 9.6(a)(i)(C)(y) of the Parent LP Agreement), at any time within ninety (90) days after becoming aware of such Individual Partner’s death (the “Individual Notice Period”), (x) first, the Parent, (y) to the extent that the Parent chooses not to, then second, the Partnership and (z) to the extent that the Partnership chooses not to, then third, the Centre Partners Entities, may purchase all of the Partnership Units held by themsuch Individual Partner (the “Individual Call Units”) at a purchase price per unit equal to the Fair Market Value of such Partnership Units as of the date of the exercise of such right (the “Individual Call Right”). To exercise such Individual Call Right, at the Parent must give written notice thereof to such Individual Partner’s estate (the “Individual Call Notice”). The Individual Call Notice is irrevocable and must set forth the Parent’s intent to exercise the Individual Call Right, contain the total number of Individual Call Units to be sold pursuant to the Individual Call Right, and be mailed or delivered during the Individual Notice Period. The closing of any time repurchase under this Section 9.6(b) shall occur on the date to be specified by the Parent, such date to be no later than 90 days after the date of the Individual Call Notice. No adjustments shall be made to the purchase price for fluctuations in the Fair Market Value of the Individual Call Units after the date of the Individual Call Notice. If the Parent elects not to exercise the Individual Call Right, it shall notify the Partnership within twenty days prior to the expiration of the Holding Period Individual Notice Period, and the Partnership may exercise the Individual Call Right pursuant to the provisions of this Section 9.6(b) as if it were the Parent; provided that the terms and provisions of Section 9.6(c) shall apply to such transaction, and the Partnership shall comply with the obligations set forth in Section 9.6(c), as if the Partnership shall been notified by the Parent pursuant to Section 9.6(a)(iii) of the Parent LP Agreement that the Parent does not elect to exercise its Call Right (as defined in the Parent LP Agreement) under the Parent LP Agreement. If the Partnership elects not to exercise the Individual Call Right, it shall notify the Centre Partners Entities within ten days prior to the expiration of the Individual Notice Period, and the Centre Partners Entities may exercise the Individual Call Right pursuant to the provisions of this Section 9.6(b) as if it were the Parent. In connection with an exercise by the Centre Partners Entities hereunder, each Participating Common Partner (as defined in the Parent LP Agreement) shall have the right to purchase an amount of such Individual Call Units equal to (i) the total number of such Individual Call Units multiplied by (ii) a fraction equal to (x) the number of outstanding Participating Common Units (as defined in the Parent LP Agreement) owned by such Participating Common Partner over (y) the number of outstanding Participating Common Units owned by all of the Participating Common Partners; provided that the terms and provisions of Section 9.6(d) shall apply to such transaction, and the Partnership shall comply with the obligations set forth in Section 9.6(d), as if the Partnership shall been notified by the Centre Partners Entities pursuant to Section 9.6(a)(iii) of the Parent LP Agreement that the Centre Partners Entities elect to exercise their Call Right (as defined in the Parent LP Agreement) under the Parent LP Agreement. The Centre Partners Entities shall have the right to purchase any of the Individual Call Units not purchased by the Participating Common Partners. (c) If the Partnership is notified by the Parent pursuant to Section 9.6(a)(iii) of the Parent LP Agreement that the Parent does not elect to exercise its Call Right (as defined in the Parent LP Agreement) under the Parent LP Agreement (a “Parent LP Call Right”), the Partnership shall promptly notify each of the Non-Former Employee Holders. Each Non-Former Employee Holder shall have the right to purchase the Call Units (as defined in the Parent LP Agreement) (the “Parent LP Call Units”) in an amount equal to (i) the total number of such Parent LP Call Units multiplied by (ii) a fraction equal to (x) the number of outstanding Common Units owned by such Non-Former Employee Holder over (y) the number of outstanding Common Units owned by all of the Non-Former Employee Holders; provided, that to the extent that any Non-Former Employee Holder does not elect to purchase its portion of the Parent LP Call Units, the remaining Non-Former Employee Holders shall have the right to purchase such amount of Parent LP Call Units equal to their respective pro rata shares, based upon the amount of outstanding Common Units owned by such Non-Former Employee Holder relative to the outstanding Common Units owned by all of such remaining Non-Former Employee Holders. Each Non-Former Employee Holder shall provide written notice to the Partnership within seven (10) days of the receipt of such notice from the Partnership, and any Non-Former Employee Holder who fails to provide such notice within such time period shall be deemed not to have elected to purchase any Parent LP Call Units. If the Non-Former Employee Holders do not collectively elect to purchase all, and not less than all, of the Parent LP Call Units, the Partnership shall elect not to exercise its Parent LP Call Right and shall notify the Centre Partners Entities of such non-election. If the Non-Former Employee Holders do collectively elect to purchase all, and not less than all, of the Parent LP Call Units, then the Partnership shall deliver a Call Notice (as defined in the Parent LP Agreement) under the Parent LP Agreement (a “Parent LP Call Notice”) pursuant to the time frames set forth in Section 9.6(a)(iii) of the Parent LP Agreement and the Partnership shall, using the proceeds from the Non-Former Employee Holders, purchase all of the Parent LP Call Units (and such Non-Former Employee Holders shall deliver such proceeds to the Partnership in exchange for the issuance of Common Units by the Partnership). Notwithstanding the foregoing, in the event that the General Partner reasonably determines that the offering of any securities to a Non-Former Employee Holder will require the Parent or the Partnership Units to prepare a prospectus or similar offering document in questionorder for such offering to comply with the provisions of the Securities Act, the General Partner shall have the right in its sole discretion to exclude such Non-Former Employee Holder from such offering. (d) If the Partnership is notified by the Centre Partners Entities pursuant to Section 9.6(a)(iii) of the Parent LP Agreement that the Centre Partners Entities elect to exercise their Call Right (as defined in the Parent LP Agreement) under the Parent LP Agreement (a “Centre Call Right”), the Partnership shall promptly notify each of the Non-Former Employee Holders. Each Non-Former Employee Holder shall have the right to purchase the Call Units (as defined in the Parent LP Agreement) in an amount equal to (i) the total number of such Call Units permitted to be purchased by the Partnership pursuant to the penultimate sentence of Section 9.6(a)(iii) of the Parent LLP Agreement (the “Centre Call RightUnits”) multiplied by (ii) a fraction equal to purchase (x) the number of outstanding Common Units owned by such Non-Former Employee Holder over (y) the number of outstanding Common Units owned by all of the Partnership Units held by a Limited Partner at a price equal to the Cash AmountNon-Former Employee Holders; provided, however, that to the General Partner may, in its sole and absolute discretion, extent that any Non-Former Employee Holder does not elect to purchase its portion of the Centre Call Units, the remaining Non-Former Employee Holders shall have the right to purchase such Partnership amount of Centre Call Units equal to their respective pro rata shares, based upon the amount of outstanding Common Units owned by paying such Non-Former Employee Holder relative to the Partner in question outstanding Common Units owned by all of such remaining Non-Former Employee Holders. Each Non-Former Employee Holder shall provide written notice to the REIT Shares Amount in lieu Partnership within ten (10) days of the Cash Amountreceipt of such notice from the Partnership, and any Non-Former Employee Holder who fails to provide such notice shall be deemed not to have elected to purchase any Centre Call Units. The Call Right Partnership shall be exercised pursuant to deliver a written notice (the a “Centre Call Notice”) delivered on such tenth (10) day and the Partnership shall, using the proceeds from the Non-Former Employee Holders, purchase the portion of the Centre Call Units elected to be purchased by the General Partner Non-Former Employee Holders (and such Non-Former Employee Holders shall deliver such proceeds to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee exchange for the issuance of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right Common Units by the General Partner with respect to an assigneePartnership). Notwithstanding the foregoing, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3. (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.6, the General Partner (subject to the limitations set forth in Section 8.6(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects reasonably determines that the offering of any securities to pay such Limited Partner in a Non-Former Employee Holder will require the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner Parent or the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute prepare a prospectus or similar offering document in order for such documents as the General Partner may reasonably require in connection offering to comply with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) abovethe Securities Act, the General Partner shall not be entitled have the right in its sole discretion to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulationsexclude such Non-Former Employee Holder from such offering. (de) Each Limited Partner covenants Notwithstanding anything to contrary herein, Parent and agrees with each of the General Partner that all Partnership Units delivered in connection with the Call Right Centre Party Entities shall be delivered to the General Partner free and clear a third party beneficiary of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer taxthis Agreement.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner Company and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner Company shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner Company (or any of its Affiliates) may, in its the Company’s sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner Company to any such Limited Partner. The General Partner Company may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner Company pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner Company with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner Company directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner Company shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof. (b) (i) Within 30 days after the delivery of the Call Notice by the General Partner Company to a Limited Partner under this Section 8.68.06, the General Partner Company (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner Company (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner Company elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner Company determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”"CALL RIGHT") to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof. (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.68.06, the General Partner (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(sCertificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s 's Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a8.06(a) and 8.6(b8.06(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.37.03 hereof; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s 's Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii8.06(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner Company and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner Company shall have the right (the “Call Right”) to purchase all of the a Limited Partner’s Partnership Units held by a Limited Partner that have been outstanding since January 1, 2007 (the “Call Right Units”) at a price equal to the Cash Amount; provided, however, that the General Partner Company (or any of its Affiliates) may, in its the Company’s sole and absolute discretion, elect to purchase such Partnership Call Right Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner Company to any such Limited Partner. The General Partner Company may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner Company pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner Company with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner Company directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Call Right Units. The General Partner Company shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof. (i) Within 30 days after the delivery of the Call Notice by the General Partner Company to a Limited Partner under this Section 8.68.06, the General Partner Company (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner Company (or its designee) shall acquire the Partnership Call Right Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Call Right Units (and as a Limited Partner with respect to such Partnership Call Right Units). (ii) In the event that the General Partner Company elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner Company determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each such Limited Partner agrees to deliver to the General Partner Company the Partnership Call Right Unit certificate(sCertificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner Company may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Call Right Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Call Right Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Call Right Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner Company harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Call Right Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a8.06(a) and 8.6(b8.06(b) above, the General Partner Company shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.37.03 hereof; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each such Limited Partner covenants and agrees with the General Partner Company that all Partnership Call Right Units delivered in connection with the Call Right shall be delivered to the General Partner Company free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Call Right Units (i) to the extent that any such Partnership Call Right Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner Company adequate assurances that such Partnership Call Right Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner Company from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii8.06(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Call Right Units to the General PartnerCompany, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the potential modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “"Call Right”") to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, -------- ------- that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof. (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.68.06, the General Partner (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(sCertificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s 's Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a8.06(a) and 8.6(b8.06(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.37.03 hereof; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s 's Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii8.06(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof. (b) (i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.68.06, the General Partner (subject to the limitations set forth in Section 8.6(c8.06(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Partner with respect to such Partnership Units). (ii) In the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner. (iii) Each Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units, free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units which are subject to the Call Right or the exercise of the Call Right). (c) Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i) a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or (ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Articles of Incorporation, (B) would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (C) would be prohibited under applicable federal or state securities laws or regulations. (d) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units to the General Partner, such Limited Partner shall assume and pay such transfer tax.