Common use of Conversion to Common Units Clause in Contracts

Conversion to Common Units. (a) A Qualifying Party holding LTIP Units shall have the right (the “Conversion Right”), at such Qualifying Party’s option, at any time to convert all or a portion of such Qualifying Party’s Vested LTIP Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Units, all of the Vested LTIP Units held by such Qualifying Party to the extent not subject to the limitation on conversion under Section 16.9(b) below. Qualifying Parties shall not have the right to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s Unvested LTIP Units to become Vested LTIP Units (and subject to the timing requirements set forth in Section 16.9(b) below), such Qualifying Party may give the Company a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company subject to such condition. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.9. (b) A Qualifying Party may convert such Qualifying Party’s Vested LTIP Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) in substantially the form attached as Exhibit C to the Company (with a copy to the Managing Member) not less than 3 calendar days nor more than 10 calendar days prior to the date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the Managing Member has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member of a Transaction or (y) the third Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Units covenants and agrees with the Company that all Vested LTIP Units to be converted pursuant to this Section 16.9 shall be free and clear of all liens and encumbrances. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party so wishes, the Common Units into which such Qualifying Party’s Vested LTIP Units will be converted can be redeemed by the Company pursuant to Section 15.1(a) simultaneously with such conversion, with the further consequence that, if the Managing Member elects to assume the Company’s redemption obligation with respect to such Common Units under Section 15.1(b) by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party simultaneously with the conversion of such Qualifying Party’s Vested LTIP Units into Common Units. The Managing Member shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) The Company, at any time at the election of the Managing Member, may cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.3; provided, however, that the Company may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the election of such Qualifying Party pursuant to Section 16.9(b). In order to exercise its right of Forced Conversion, the Company shall deliver a notice (a “Forced Conversion Notice”) in substantially the form attached hereto as Exhibit D to the applicable Holder of LTIP Units not less than 3 calendar days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) A conversion of Vested LTIP Units for which the Holder thereof has given a Conversion Notice or the Company has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Units, as of which time such Holder of LTIP Units shall be credited on the books and records of the Company as of the opening of business on the next day with the number of Common Units into which such LTIP Units were converted. After the conversion of LTIP Units as aforesaid, the Company shall deliver to such Holder of LTIP Units, upon such Hoxxxx’x written request, a certificate of the Managing Member certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee of any Member pursuant to Article 11 hereof may exercise the rights of such Member pursuant to this Section 16.9 and such Member shall be bound by the exercise of such rights by the Assignee. (e) For purposes of making future allocations under Section 6.2(d) and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Units that is treated as attributable to such Holder’s LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance. (f) If the Company or the Managing Member shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Company’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company were sold at the Transaction price or, if applicable, at a value determined by the Managing Member in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member shall give prompt written notice to each Holder of LTIP Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Units the right to elect, by written notice to the Managing Member, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of such Holder’s transferees) shall receive upon conversion of each LTIP Unit held by such Holder (or by any of such Holder’s transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.

Conversion to Common Units. (a) A. A Qualifying Party holding LTIP Performance Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Performance Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Performance Units, all of the Vested LTIP Performance Units held by such Qualifying Party Party, to the extent not subject to the limitation on conversion under Section 16.9(b) 19.9.B below. Qualifying Parties shall not have the right to convert Unvested LTIP Performance Units into Common Units until they become Vested LTIP Performance Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s his or her Unvested LTIP Performance Units to become Vested LTIP Performance Units (and subject to the timing requirements set forth in Section 16.9(b) 19.9.B below), such Qualifying Party may give the Company Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company Partnership subject to such condition. In all cases, the conversion of any LTIP Performance Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.919.9. (b) B. A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Performance Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Performance Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) Notice in substantially the form attached as Exhibit C to the Company Partnership (with a copy to the Managing MemberGeneral Partner) not less than 3 calendar days nor more than 10 calendar days prior to the date (the “Conversion Date”) Date specified in such Conversion Notice; provided, however, that if the Managing Member General Partner has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined belowin Section 18.9) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member General Partner of a Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Performance Units covenants and agrees with the Company Partnership that all Vested LTIP Performance Units to be converted pursuant to this Section 16.9 19.9 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Performance Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) 15.1.A relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Performance Units will be converted can be redeemed by the Company Partnership pursuant to Section 15.1(a) 15.1.A simultaneously with such conversion, with the further consequence that, if the Managing Member General Partner elects to assume the CompanyPartnership’s redemption obligation with respect to such Common Units under Section 15.1(b) 15.1.B by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units. The Managing Member General Partner shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) C. The CompanyPartnership, at any time at the election of the Managing MemberGeneral Partner, may cause any number of Vested LTIP Performance Units to be converted (subject to a “Forced Conversion”) Conversion into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that the Company Partnership may not cause a Forced Conversion of any LTIP Performance Units that would not at the time be eligible for conversion at the election option of such Qualifying Party pursuant to Section 16.9(b). 19.9.B. In order to exercise its right of Forced Conversion, the Company Partnership shall deliver a notice (a “Forced Conversion Notice”) Notice in substantially the form attached hereto as Exhibit D to the applicable Holder of LTIP Performance Units not less than 3 calendar 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) D. A conversion of Vested LTIP Performance Units for which the Holder thereof has given a Conversion Notice or the Company Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Performance Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Performance Units, as of which time such Holder of LTIP Performance Units shall be credited on the books and records of the Company Partnership as of the opening of business on the next day with the number of Common Units into which such LTIP Performance Units were converted. After the conversion of LTIP Performance Units as aforesaid, the Company Partnership shall deliver to such Holder of LTIP Performance Units, upon such Hoxxxx’x his or her written request, a certificate of the Managing Member General Partner certifying the number of Common Units and remaining LTIP Performance Units, if any, held by such person immediately after such conversion. The Assignee of any Member Limited Partner pursuant to Article 11 hereof may exercise the rights of such Member Limited Partner pursuant to this Section 16.9 19.9 and such Member Limited Partner shall be bound by the exercise of such rights by the Assignee. (e) E. For purposes of making future allocations under Section 6.2(d) 6.2.F and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Performance Units that is treated as attributable to such Holder’s LTIP his or her Performance Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Performance Units converted and the Common Unit Economic Balance. (f) F. If the Company Partnership or the Managing Member General Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Company’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Performance Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company Partnership were sold at the Transaction price or, if applicable, at a value determined by the Managing Member General Partner in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Performance Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s LTIP his or her Performance Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member General Partner shall give prompt written notice to each Holder of LTIP Performance Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Performance Units the right to elect, by written notice to the Managing MemberGeneral Partner, the form or type of consideration to be received upon conversion of each LTIP Performance Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Performance Units fails to make such an election, such Holder (and any of such Holder’s its transferees) shall receive upon conversion of each LTIP Performance Unit held by such Holder him or her (or by any of such Holder’s his or her transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company Partnership and the Managing Member General Partner under any LTIP Performance Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company Partnership shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) 19.9.F and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Performance Units whose LTIP Performance Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Performance Units into securities as comparable as reasonably practicable possible under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Performance Units.

Conversion to Common Units. (a) A. A Qualifying Party holding LTIP Performance Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Performance Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Performance Units, all of the Vested LTIP Performance Units held by such Qualifying Party Party, to the extent not subject to the limitation on conversion under Section 16.9(b) 19.9.B below. Qualifying Parties shall not have the right to convert Unvested LTIP Performance Units into Common Units until they become Vested LTIP Performance Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s his or her Unvested LTIP Performance Units to become Vested LTIP Performance Units (and subject to the timing requirements set forth in Section 16.9(b) 19.9.B below), such Qualifying Party may give the Company a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company subject to such condition. In all cases, the conversion of any LTIP Performance Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.919.9. (b) B. A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Performance Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Performance Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) Notice in substantially the form attached as Exhibit C to the Company (with a copy to the Managing MemberMIC) not less than 3 calendar days three (3) nor more than 10 calendar ten (10) days prior to the date (the “Conversion Date”) Date specified in such Conversion Notice; provided, however, that if the Managing Member Company has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined belowin Section 18.9) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member Company of a Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Performance Units covenants and agrees with the Company that all Vested LTIP Performance Units to be converted pursuant to this Section 16.9 19.9 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Performance Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) 15.1.A relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Performance Units will be converted can be redeemed by the Company pursuant to Section 15.1(a) 15.1.A simultaneously with such conversion, with the further consequence that, if the Managing Member MIC elects to assume the Company’s redemption obligation with respect to such Common Units under Section 15.1(b) 15.1.B by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units. The Managing Member MIC shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) C. The Company, at any time at the election of the Managing MemberBoard, may cause any number of Vested LTIP Performance Units to be converted (subject to a “Forced Conversion”) Conversion into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that the Company may not cause a Forced Conversion of any LTIP Performance Units that would not at the time be eligible for conversion at the election option of such Qualifying Party pursuant to Section 16.9(b). 19.9.B. In order to exercise its right of Forced Conversion, the Company shall deliver a notice (a “Forced Conversion Notice”) Notice in substantially the form attached hereto as Exhibit D to the applicable Holder of LTIP Performance Units not less than 3 calendar ten (10) nor more than sixty (60) days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) D. A conversion of Vested LTIP Performance Units for which the Holder thereof has given a Conversion Notice or the Company has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Performance Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Performance Units, as of which time such Holder of LTIP Performance Units shall be credited on the books and records of the Company as of the opening of business on the next day with the number of Common Units into which such LTIP Performance Units were converted. After the conversion of LTIP Performance Units as aforesaid, the Company shall deliver to such Holder of LTIP Performance Units, upon such Hoxxxx’x his or her written request, a certificate of the Managing Member Company certifying the number of Common Units and remaining LTIP Performance Units, if any, held by such person immediately after such conversion. The Assignee of any Member pursuant to Article 11 hereof may exercise the rights of such Member pursuant to this Section 16.9 19.9 and such Member shall be bound by the exercise of such rights by the Assignee. (e) E. For purposes of making future allocations under Section 6.2(d) 6.2.F and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Performance Units that is treated as attributable to such Holder’s LTIP his or her Performance Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Performance Units converted and the Common Unit Economic Balance. (f) F. If the Company or the Managing Member MIC shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Company’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member Company shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Performance Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company were sold at the Transaction price or, if applicable, at a value determined by the Managing Member Board in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company shall use commercially reasonable efforts to cause each Holder of LTIP Performance Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s LTIP his or her Performance Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member Company shall give prompt written notice to each Holder of LTIP Performance Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Performance Units the right to elect, by written notice to the Managing MemberCompany, the form or type of consideration to be received upon conversion of each LTIP Performance Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Performance Units fails to make such an election, such Holder Xxxxxx (and any of such Holder’s its transferees) shall receive upon conversion of each LTIP Performance Unit held by such Holder him or her (or by any of such Holder’s his or her transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member MIC under any LTIP Performance Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) 19.9.F and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Performance Units whose LTIP Performance Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Performance Units into securities as comparable as reasonably practicable possible under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Performance Units.

Conversion to Common Units. (a) A. A Qualifying Party holding LTIP Performance Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Performance Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Performance Units, all of the Vested LTIP Performance Units held by such Qualifying Party Party, to the extent not subject to the limitation on conversion under Section 16.9(b) 19.9.B below. Qualifying Parties shall not have the right to convert Unvested LTIP Performance Units into Common Units until they become Vested LTIP Performance Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s his or her Unvested LTIP Performance Units to become Vested LTIP Performance Units (and subject to the timing requirements set forth in Section 16.9(b) 19.9.B below), such Qualifying Party may give the Company Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company Partnership subject to such condition. In all cases, the conversion of any LTIP Performance Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.9. (b) 19.9. B. A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Performance Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Performance Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) Notice in substantially the form attached as Exhibit C to the Company Partnership (with a copy to the Managing MemberGeneral Partner) not less than 3 calendar days three (3) nor more than 10 calendar ten (10) days prior to the date (the “Conversion Date”) Date specified in such Conversion Notice; provided, however, that if the Managing Member General Partner has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined belowin Section 18.9) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member General Partner of a Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Performance Units covenants and agrees with the Company Partnership that all Vested LTIP Performance Units to be converted pursuant to this Section 16.9 19.9 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Performance Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) 15.1.A relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Performance Units will be converted can be redeemed by the Company Partnership pursuant to Section 15.1(a) 15.1.A simultaneously with such conversion, with the further consequence that, if the Managing Member General Partner elects to assume the CompanyPartnership’s redemption obligation with respect to such Common Units under Section 15.1(b) 15.1.B by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units. The Managing Member General Partner shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) The Company, at any time at the election of the Managing Member, may cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.3; provided, however, that the Company may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the election of such Qualifying Party pursuant to Section 16.9(b). In order to exercise its right of Forced Conversion, the Company shall deliver a notice (a “Forced Conversion Notice”) in substantially the form attached hereto as Exhibit D to the applicable Holder of LTIP Units not less than 3 calendar days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) A conversion of Vested LTIP Units for which the Holder thereof has given a Conversion Notice or the Company has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Units, as of which time such Holder of LTIP Units shall be credited on the books and records of the Company as of the opening of business on the next day with the number of Common Units into which such LTIP Units were converted. After the conversion of LTIP Units as aforesaid, the Company shall deliver to such Holder of LTIP Units, upon such Hoxxxx’x written request, a certificate of the Managing Member certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee of any Member pursuant to Article 11 hereof may exercise the rights of such Member pursuant to this Section 16.9 and such Member shall be bound by the exercise of such rights by the Assignee. (e) For purposes of making future allocations under Section 6.2(d) and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Units that is treated as attributable to such Holder’s LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance. (f) If the Company or the Managing Member shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Company’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company were sold at the Transaction price or, if applicable, at a value determined by the Managing Member in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member shall give prompt written notice to each Holder of LTIP Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Units the right to elect, by written notice to the Managing Member, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of such Holder’s transferees) shall receive upon conversion of each LTIP Unit held by such Holder (or by any of such Holder’s transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.

Conversion to Common Units. (a) A. A Qualifying Party holding LTIP Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Units, all of the Vested LTIP Units held by such Qualifying Party Party, to the extent not subject to the limitation on conversion under Section 16.9(b) 19.9.B below. Qualifying Parties shall not have the right to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s his or her Unvested LTIP Units to become Vested LTIP Units (and subject to the timing requirements set forth in Section 16.9(b) 19.9.B below), such Qualifying Party may give the Company a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company subject to such condition. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.919.9. (b) B. A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) in substantially the form attached as Exhibit C to the Company (with a copy to the Managing MemberMIC) not less than 3 calendar days three (3) nor more than 10 calendar ten (10) days prior to the a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the Managing Member Company has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member Company of a Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Units covenants and agrees with the Company that all Vested LTIP Units to be converted pursuant to this Section 16.9 19.9 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) 15.1.A relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Units will be converted can be redeemed by the Company pursuant to Section 15.1(a) 15.1.A simultaneously with such conversion, with the further consequence that, if the Managing Member MIC elects to assume the Company’s redemption obligation with respect to such Common Units under Section 15.1(b) 15.1.B by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Units into Common Units. The Managing Member MIC shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) C. The Company, at any time at the election of the Managing MemberBoard, may cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that the Company Board may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the election option of such Qualifying Party pursuant to Section 16.9(b). 19.9.B. In order to exercise its right of Forced Conversion, the Company shall deliver a notice (a “Forced Conversion Notice”) in substantially the form attached hereto as Exhibit D to the applicable Holder of LTIP Units not less than 3 calendar 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) D. A conversion of Vested LTIP Units for which the Holder thereof has given a Conversion Notice or the Company has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Units, as of which time such Holder of LTIP Units shall be credited on the books and records of the Company as of the opening of business on the next day with the number of Common Units into which such LTIP Units were converted. After the conversion of LTIP Units as aforesaid, the Company shall deliver to such Holder of LTIP Units, upon such Hoxxxx’x his or her written request, a certificate of the Managing Member Company certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee of any Member pursuant to Article 11 hereof may exercise the rights of such Member pursuant to this Section 16.9 19.9 and such Member shall be bound by the exercise of such rights by the Assignee. (e) E. For purposes of making future allocations under Section 6.2(d) 6.2.F and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Units that is treated as attributable to such Holder’s his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance. (f) F. If the Company or the Managing Member MIC shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Company’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member Company shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company were sold at the Transaction price or, if applicable, at a value determined by the Managing Member Board in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member Company shall give prompt written notice to each Holder of LTIP Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Units the right to elect, by written notice to the Managing MemberCompany, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Units fails to make such an election, such Holder Xxxxxx (and any of such Holder’s his or her transferees) shall receive upon conversion of each LTIP Unit held by such Holder him or her (or by any of such Holder’s his or her transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member MIC under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) 19.9.F and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable possible under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.

Conversion to Common Units. (a) A Qualifying Party holding LTIP Units shall have the right (the “Conversion Right”), at such Qualifying Party’s option, at any time to convert all or a portion of such Qualifying Party’s Vested LTIP Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Units, all of the Vested LTIP Units held by such Qualifying Party to the extent not subject to the limitation on conversion under Section 16.9(b) below. Qualifying Parties shall not have the right to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s Unvested LTIP Units to become Vested LTIP Units (and subject to the timing requirements set forth in Section 16.9(b) below), such Qualifying Party may give the Company a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company subject to such condition. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.9. (b) A Qualifying Party may convert such Qualifying Party’s Vested LTIP Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) in substantially the form attached as Exhibit C to the Company (with a copy to the Managing Member) not less than 3 calendar days nor more than 10 calendar days prior to (the date (that such Conversion Notice is received by the Company, the “Conversion Notice Date”) specified in such Conversion Notice; provided, however, that if the Managing Member has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member of a Transaction or (y) the third Business Day immediately preceding the effective date of such Transaction). A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Units covenants and agrees with the Company that all Vested LTIP Units to be converted pursuant to this Section 16.9 shall be free and clear of all liens and encumbrances. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) relating to such Common Units in advance of the Conversion Notice Date; provided, however, that the redemption of such Common Units by the Company shall in no event take place until on or after before the Conversion Date, as defined below (and the “Valuation Date” shall mean the date of such redemption for such purposes). For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party so wishes, the Common Units into which such Qualifying Party’s Vested LTIP Units will be converted can be redeemed by the Company pursuant to Section 15.1(a) simultaneously with such conversion, with the further consequence that, if the Managing Member elects to assume the Company’s redemption obligation with respect to such Common Units under Section 15.1(b) by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party simultaneously with the conversion of such Qualifying Party’s Vested LTIP Units into Common Units. The Managing Member shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) The Company, at any time at the election of the Managing Member, may cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.3; provided, however, that the Company may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the election of such Qualifying Party pursuant to Section 16.9(b). In order to exercise its right of Forced Conversion, the Company shall deliver a notice (a “Forced Conversion Notice”) in substantially the form attached hereto as Exhibit D to the applicable Holder of LTIP Units not less than 3 calendar days prior to (the Conversion Date specified in date that such Forced Conversion NoticeNotice is received by the Company, the “Forced Conversion Notice Date”). A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) A conversion of Vested LTIP Units for which the Holder thereof has given a Conversion Notice or the Company has given a Forced Conversion Notice shall occur as soon as reasonably practicable following the Conversion Notice Date or the Forced Conversion Notice Date, as applicable (and no later than 30 days following such date) (the actual date of such conversion as determined by the Company, the “Conversion Date”), and such conversion shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Units, as of which time such Holder of LTIP Units shall be credited on the books and records of the Company as of the opening of business on the next day with the number of Common Units into which such LTIP Units were converted. After the conversion of LTIP Units as aforesaid, the Company shall deliver to such Holder of LTIP Units, upon such Hoxxxx’x Xxxxxx’s written request, a certificate of the Managing Member certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee of any Member pursuant to Article 11 hereof may exercise the rights of such Member pursuant to this Section 16.9 and such Member shall be bound by the exercise of such rights by the Assignee. (e) For purposes of making future allocations under Section 6.2(d) and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Units that is treated as attributable to all such Holder’s LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance. (f) If the Company or the Managing Member shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Company’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company were sold at the Transaction price or, if applicable, at a value determined by the Managing Member in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member shall give prompt written notice to each Holder of LTIP Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Units the right to elect, by written notice to the Managing Member, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of such Holder’s transferees) shall receive upon conversion of each LTIP Unit held by such Holder (or by any of such Holder’s transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.

Conversion to Common Units. (a) A. A Qualifying Party holding LTIP Performance Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.320.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Performance Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Performance Units, all of the Vested LTIP Performance Units held by such Qualifying Party Party, to the extent not subject to the limitation on conversion under Section 16.9(b) 20.9.B below. Qualifying Parties shall not have the right to convert Unvested LTIP Performance Units into Common Units until they become Vested LTIP Performance Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s his or her Unvested LTIP Performance Units to become Vested LTIP Performance Units (and subject to the timing requirements set forth in Section 16.9(b) 20.9.B below), such Qualifying Party may give the Company a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company subject to such condition. In all cases, the conversion of any LTIP Performance Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.920.9. (b) B. A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Performance Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.320.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Performance Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) Notice in substantially the form attached as Exhibit C to the Company (with a copy to the Managing MemberMIC) not less than 3 calendar days three (3) nor more than 10 calendar ten (10) days prior to the date (the “Conversion Date”) Date specified in such Conversion Notice; provided, however, that if the Managing Member Company has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined belowin Section 19.9) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member Company of a Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Performance Units covenants and agrees with the Company that all Vested LTIP Performance Units to be converted pursuant to this Section 16.9 20.9 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Performance Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) 15.1.A relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Performance Units will be converted can be redeemed by the Company pursuant to Section 15.1(a) 15.1.A simultaneously with such conversion, with the further consequence that, if the Managing Member MIC elects to assume the Company’s redemption obligation with respect to such Common Units under Section 15.1(b) 15.1.B by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units. The Managing Member MIC shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) C. The Company, at any time at the election of the Managing MemberBoard, may cause any number of Vested LTIP Performance Units to be converted (subject to a “Forced Conversion”) Conversion into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.320.3; provided, however, that the Company may not cause a Forced Conversion of any LTIP Performance Units that would not at the time be eligible for conversion at the election option of such Qualifying Party pursuant to Section 16.9(b). 20.9.B. In order to exercise its right of Forced Conversion, the Company shall deliver a notice (a “Forced Conversion Notice”) Notice in substantially the form attached hereto as Exhibit D to the applicable Holder of LTIP Performance Units not less than 3 calendar ten (10) nor more than sixty (60) days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) . D. A conversion of Vested LTIP Performance Units for which the Holder thereof has given a Conversion Notice or the Company has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Performance Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Performance Units, as of which time such Holder of LTIP Performance Units shall be credited on the books and records of the Company as of the opening of business on the next day with the number of Common Units into which such LTIP Performance Units were converted. After the conversion of LTIP Performance Units as aforesaid, the Company shall deliver to such Holder of LTIP Performance Units, upon such Hoxxxx’x his or her written request, a certificate of the Managing Member Company certifying the number of Common Units and remaining LTIP Performance Units, if any, held by such person immediately after such conversion. The Assignee of any Member pursuant to Article 11 hereof may exercise the rights of such Member pursuant to this Section 16.9 20.9 and such Member shall be bound by the exercise of such rights by the Assignee. (e) For purposes of making future allocations under Section 6.2(d) and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Units that is treated as attributable to such Holder’s LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance. (f) If the Company or the Managing Member shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Company’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company were sold at the Transaction price or, if applicable, at a value determined by the Managing Member in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member shall give prompt written notice to each Holder of LTIP Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Units the right to elect, by written notice to the Managing Member, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of such Holder’s transferees) shall receive upon conversion of each LTIP Unit held by such Holder (or by any of such Holder’s transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.

Conversion to Common Units. (a) A. A Qualifying Party holding LTIP Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.318.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Units, all of the Vested LTIP Units held by such Qualifying Party to the extent not subject to the limitation on conversion under Section 16.9(b) 18.9.B below. Qualifying Parties shall not have the right to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s his or her Unvested LTIP Units to become Vested LTIP Units (and subject to the timing requirements set forth in Section 16.9(b) 18.9.B below), such Qualifying Party may give the Company Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company Partnership subject to such condition. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.918.9. (b) B. A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.318.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) in substantially the form attached as Exhibit C F to the Company Partnership (with a copy to the Managing MemberGeneral Partner) not less than 3 calendar days nor more than 10 calendar days prior to the a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the Managing Member General Partner has not given to the Qualifying Party notice of a proposed or upcoming LA\4346025.6 Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member General Partner of a Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Units covenants and agrees with the Company Partnership that all Vested LTIP Units to be converted pursuant to this Section 16.9 18.9 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) 15.1.A relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Units will be converted can be redeemed by the Company Partnership pursuant to Section 15.1(a) 15.1.A simultaneously with such conversion, with the further consequence that, if the Managing Member General Partner elects to assume the CompanyPartnership’s redemption obligation with respect to such Common Partnership Units under Section 15.1(b) 15.1.B by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Units into Common Units. The Managing Member General Partner shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) C. The CompanyPartnership, at any time at the election of the Managing MemberGeneral Partner, may cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.318.3; provided, however, that the Company Partnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the election option of such Qualifying Party pursuant to Section 16.9(b). 18.9.B. In order to exercise its right of Forced Conversion, the Company Partnership shall deliver a notice (a “Forced Conversion Notice”) in substantially the form attached hereto as Exhibit D G to the applicable Holder of LTIP Units not less than 3 calendar 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) D. A conversion of Vested LTIP Units for which the Holder thereof has given a Conversion Notice or the Company Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Units, as of which time such Holder of LTIP Units shall be credited on the books and records of the Company Partnership as of the opening of business on the next day with the number of Common Units into which such LTIP Units were converted. After the conversion of LTIP Units as aforesaid, the Company Partnership shall deliver to such Holder of LTIP Units, upon such Hoxxxx’x his or her written request, a certificate of the Managing Member General Partner certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee of any Member Limited Partner pursuant to Article 11 hereof may exercise the rights of such Member Limited Partner LA\4346025.6 pursuant to this Section 16.9 18.9 and such Member Limited Partner shall be bound by the exercise of such rights by the Assignee. (e) E. For purposes of making future allocations under Section 6.2(d) 6.2.F and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Units that is treated as attributable to such Holder’s his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance. (f) F. If the Company Partnership or the Managing Member General Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the CompanyPartnership’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company Partnership were sold at the Transaction price or, if applicable, at a value determined by the Managing Member General Partner in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company Partnership consolidated or into which the Company Partnership merged or which merged into the Company Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member General Partner shall give prompt written notice to each Holder of LTIP Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Units the right to elect, by written notice to the Managing MemberGeneral Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of such Holder’s its transferees) shall receive upon conversion of each LTIP Unit held by such Holder him or her (or by any of such Holder’s his or her transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.

Conversion to Common Units. (a) A. A Qualifying Party holding LTIP Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.318.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Units, all of the Vested LTIP Units held by such Qualifying Party to the extent not subject to the limitation on conversion under Section 16.9(b) 18.9.B below. Qualifying Parties shall not have the right to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s his or her Unvested LTIP Units to become Vested LTIP Units (and subject to the timing requirements set forth in Section 16.9(b) 18.9.B below), such Qualifying Party may give the Company Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company Partnership subject to such condition. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.918.9. (b) B. A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.318.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) in substantially the form attached as Exhibit C F to the Company Partnership (with a copy to the Managing MemberGeneral Partner) not less than 3 calendar days nor more than 10 calendar days prior to the a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the Managing Member General Partner has not given to the Qualifying Party notice of a proposed or upcoming LA\4346025.7 Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member General Partner of a Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Units covenants and agrees with the Company Partnership that all Vested LTIP Units to be converted pursuant to this Section 16.9 18.9 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) 15.1.A relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Units will be converted can be redeemed by the Company Partnership pursuant to Section 15.1(a) 15.1.A simultaneously with such conversion, with the further consequence that, if the Managing Member General Partner elects to assume the CompanyPartnership’s redemption obligation with respect to such Common Partnership Units under Section 15.1(b) 15.1.B by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Units into Common Units. The Managing Member General Partner shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) C. The CompanyPartnership, at any time at the election of the Managing MemberGeneral Partner, may cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.318.3; provided, however, that the Company Partnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the election option of such Qualifying Party pursuant to Section 16.9(b). 18.9.B. In order to exercise its right of Forced Conversion, the Company Partnership shall deliver a notice (a “Forced Conversion Notice”) in substantially the form attached hereto as Exhibit D G to the applicable Holder of LTIP Units not less than 3 calendar 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) D. A conversion of Vested LTIP Units for which the Holder thereof has given a Conversion Notice or the Company Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Units, as of which time such Holder of LTIP Units shall be credited on the books and records of the Company Partnership as of the opening of business on the next day with the number of Common Units into which such LTIP Units were converted. After the conversion of LTIP Units as aforesaid, the Company Partnership shall deliver to such Holder of LTIP Units, upon such Hoxxxx’x his or her written request, a certificate of the Managing Member General Partner certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee of any Member Limited Partner pursuant to Article 11 hereof may exercise the rights of such Member Limited Partner LA\4346025.7 pursuant to this Section 16.9 18.9 and such Member Limited Partner shall be bound by the exercise of such rights by the Assignee. (e) E. For purposes of making future allocations under Section 6.2(d) 6.2.F and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Units that is treated as attributable to such Holder’s his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance. (f) F. If the Company Partnership or the Managing Member General Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the CompanyPartnership’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company Partnership were sold at the Transaction price or, if applicable, at a value determined by the Managing Member General Partner in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company Partnership consolidated or into which the Company Partnership merged or which merged into the Company Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member General Partner shall give prompt written notice to each Holder of LTIP Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Units the right to elect, by written notice to the Managing MemberGeneral Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of such Holder’s its transferees) shall receive upon conversion of each LTIP Unit held by such Holder him or her (or by any of such Holder’s his or her transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.

Conversion to Common Units. (a) A A. Qualifying Party holding LTIP Performance Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Performance Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Performance Units, all of the Vested LTIP Performance Units held by such Qualifying Party Party, to the extent not subject to the limitation on conversion under Section 16.9(b) 19.9.B below. Qualifying Parties shall not have the right to convert Unvested LTIP Performance Units into Common Units until they become Vested LTIP Performance Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s his or her Unvested LTIP Performance Units to become Vested LTIP Performance Units (and subject to the timing requirements set forth in Section 16.9(b) 19.9.B below), such Qualifying Party may give the Company Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company Partnership subject to such condition. In all cases, the conversion of any LTIP Performance Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.919.9. (b) B. A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Performance Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Performance Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) Notice in substantially the form attached as Exhibit C F to the Company Partnership (with a copy to the Managing MemberGeneral Partner) not less than 3 calendar days nor more than 10 calendar days prior LA\4346025.7 to the date (the “Conversion Date”) Date specified in such Conversion Notice; provided, however, that if the Managing Member General Partner has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined belowin Section 18.9) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member General Partner of a Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Performance Units covenants and agrees with the Company Partnership that all Vested LTIP Performance Units to be converted pursuant to this Section 16.9 19.9 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Performance Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) 15.1.A relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Performance Units will be converted can be redeemed by the Company Partnership pursuant to Section 15.1(a) 15.1.A simultaneously with such conversion, with the further consequence that, if the Managing Member General Partner elects to assume the CompanyPartnership’s redemption obligation with respect to such Common Units under Section 15.1(b) 15.1.B by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units. The Managing Member General Partner shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) C. The CompanyPartnership, at any time at the election of the Managing MemberGeneral Partner, may cause any number of Vested LTIP Performance Units to be converted (subject to a “Forced Conversion”) Conversion into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that the Company Partnership may not cause a Forced Conversion of any LTIP Performance Units that would not at the time be eligible for conversion at the election option of such Qualifying Party pursuant to Section 16.9(b). 19.9.B. In order to exercise its right of Forced Conversion, the Company Partnership shall deliver a notice (a “Forced Conversion Notice”) Notice in substantially the form attached hereto as Exhibit D G to the applicable Holder of LTIP Performance Units not less than 3 calendar 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) D. A conversion of Vested LTIP Performance Units for which the Holder thereof has given a Conversion Notice or the Company Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Performance Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Performance Units, as of which time such Holder of LTIP Performance Units shall be credited on the books and records of the Company Partnership as of the opening of business on the next day with the number of Common Units into which such LTIP Performance Units were converted. After the conversion of LTIP Performance Units as aforesaid, the Company Partnership shall deliver to such Holder of LTIP Performance Units, upon such Hoxxxx’x his or her written request, a certificate of the Managing Member General Partner certifying the number of Common Units and remaining LTIP Performance Units, if any, held by such person LA\4346025.7 immediately after such conversion. The Assignee of any Member Limited Partner pursuant to Article 11 hereof may exercise the rights of such Member Limited Partner pursuant to this Section 16.9 19.9 and such Member Limited Partner shall be bound by the exercise of such rights by the Assignee. (e) E. For purposes of making future allocations under Section 6.2(d) 6.2.F and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Performance Units that is treated as attributable to such Holder’s LTIP his or her Performance Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Performance Units converted and the Common Unit Economic Balance. (f) F. If the Company Partnership or the Managing Member General Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Company’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Performance Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company Partnership were sold at the Transaction price or, if applicable, at a value determined by the Managing Member General Partner in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Performance Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s LTIP his or her Performance Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member General Partner shall give prompt written notice to each Holder of LTIP Performance Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Performance Units the right to elect, by written notice to the Managing MemberGeneral Partner, the form or type of consideration to be received upon conversion of each LTIP Performance Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Performance Units fails to make such an election, such Holder (and any of such Holder’s its transferees) shall receive upon conversion of each LTIP Performance Unit held by such Holder him or her (or by any of such Holder’s his or her transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.

Conversion to Common Units. (a) A Qualifying Party holding LTIP Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.34, above; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Units, all of the Vested LTIP Units held by such Qualifying Party to the extent not subject to the limitation on conversion under Section 16.9(b8(b) below. Qualifying Parties shall not have the right to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s his or her Unvested LTIP Units to become Vested LTIP Units (and subject to the timing requirements set forth in Section 16.9(b8(b) below), such Qualifying Party may give the Company Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company Partnership subject to such condition. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.98. (b) A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.34, above. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) in substantially the form attached as Exhibit C A to the Company LTIP Designation to the Partnership (with a copy to the Managing MemberGeneral Partner) not less than 3 calendar days three (3) nor more than 10 calendar ten (10) days prior to the a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the Managing Member General Partner has not given to the Qualifying Party notice of a proposed or upcoming Partnership Transaction (as defined below) at least thirty (30) days prior to the effective date of such Partnership Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member General Partner of a Partnership Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of such Partnership Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Units covenants and agrees with the Company Partnership that all Vested LTIP Units to be converted pursuant to this Section 16.9 8 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption Exchange pursuant to Section 15.1(a) 8.4 of the Agreement relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Units will be converted can be redeemed by the Company Partnership pursuant to Section 15.1(a) 8.4 of the Agreement simultaneously with such conversion, with the further consequence that, if the Managing Member General Partner elects to assume the CompanyPartnership’s redemption obligation with respect to such Common Units under Section 15.1(b) 8.4 of the Agreement by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Units into Common Units. The Managing Member General Partner shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) The CompanyPartnership, at any time at the election of the Managing MemberGeneral Partner, may cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.34, above; provided, however, that the Company Partnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the election option of such Qualifying Party pursuant to Section 16.9(b8(b), above. In order to exercise its right of Forced Conversion, the Company Partnership shall deliver a notice (a “Forced Conversion Notice”) in substantially the form attached hereto as Exhibit D B to the LTIP Designation to the applicable Holder holder of LTIP Units not less than 3 calendar ten (10) nor more than sixty (60) days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) A conversion of Vested LTIP Units for which the Holder holder thereof has given a Conversion Notice or the Company Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP UnitsUnitholder, other than the surrender of any certificate or certificates evidencing such Vested LTIP Units, as of which time such Holder holder of LTIP Units shall be credited on the books and records of the Company Partnership as of the opening of business on the next day with the number of Common Units into which such LTIP Units were converted. After the conversion of LTIP Units as aforesaid, the Company Partnership shall deliver to such Holder of LTIP UnitsUnitholder, upon such Hoxxxx’x his or her written request, a certificate of the Managing Member General Partner certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee assignee of any Member Limited Partner pursuant to Article 11 hereof Sections 9.3 and 9.4 of the Agreement may exercise the rights of such Member Limited Partner pursuant to this Section 16.9 8 and such Member Limited Partner shall be bound by the exercise of such rights by the Assigneeassignee. (e) For purposes of making future allocations under Section 6.2(d) 14, below, and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Units Unitholder that is treated as attributable to such Holder’s his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance. (f) If the Company Partnership or the Managing Member General Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the CompanyPartnership’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Partnership Transaction”), then the Managing Member General Partner shall, immediately prior to the Partnership Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Partnership Transaction or that would occur in connection with the Partnership Transaction if the assets of the Company Partnership were sold at the Partnership Transaction price or, if applicable, at a value determined by the Managing Member General Partner in good faith using the value attributed to the Common Units in the context of the Partnership Transaction (in which case the Conversion Date shall be the effective date of the Partnership Transaction and the conversion shall occur immediately prior to the effectiveness of the Partnership Transaction). In anticipation of such Forced Conversion and the consummation of the Partnership Transaction, the Company Partnership shall use commercially reasonable efforts to cause each Holder holder of LTIP Units to be afforded the right to receive in connection with such Partnership Transaction in consideration for the Common Units into which such Holder’s his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Partnership Transaction by a Holder holder of the same number of Common Units, assuming such Holder holder is not a Person with which the Company Partnership consolidated or into which the Company Partnership merged or which merged into the Company Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Partnership Transaction, prior to such Partnership Transaction the Managing Member General Partner shall give prompt written notice to each Holder of LTIP Units Unitholder of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Units Unitholder the right to elect, by written notice to the Managing MemberGeneral Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder holder into Common Units in connection with such Partnership Transaction. If a Holder holder of LTIP Units fails to make such an election, such Holder holder (and any of such Holder’s its transferees) shall receive upon conversion of each LTIP Unit held by such Holder him or her (or by any of such Holder’s his or her transferees) the same kind and amount of consideration that a Holder holder of Common Units would receive if such Holder holder of Common Units failed to make such an election. Subject to the rights of the Company Partnership and the Managing Member General Partner under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Planequity plan, the Company Partnership shall use commercially reasonable effort to cause the terms of any Partnership Transaction to be consistent with the provisions of this Section 16.9(f8(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Partnership Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Partnership Transaction to convert their LTIP Units into securities as comparable as reasonably practicable possible under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement this Amendment for the benefit of the Holder of LTIP UnitsUnitholder.

Conversion to Common Units. (a) A. A Qualifying Party holding LTIP Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Units, all of the Vested LTIP Units held by such Qualifying Party to the extent not subject to the limitation on conversion under Section 16.9(b) belowParty. Qualifying Parties shall not have the right to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, however, that in anticipation when a Qualifying Party is notified of any the expected occurrence of an event that will cause such Qualifying Party’s his or her Unvested LTIP Units to become Vested LTIP Units (and subject to the timing requirements set forth in Section 16.9(b) below)Units, such Qualifying Party may give the Company Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting eventParty, shall be accepted by the Company Partnership subject to such condition. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.9. (b) B. A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to his or her ownership of LTIP Units, divided by (y) the Common Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”). In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) in substantially the form attached as Exhibit C to the Company Partnership (with a copy to the Managing MemberGeneral Partner) not less than 3 calendar days nor more than 10 calendar days prior to the a date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the Managing Member General Partner has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member General Partner of a Transaction or (y) the third Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Units covenants and agrees with the Company Partnership that all Vested LTIP Units to be converted pursuant to this Section 16.9 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Twelve-Month Period with respect to the Common Units into which the Vested LTIP Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) 15.1.A relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Units will be converted can be redeemed by the Company Partnership pursuant to Section 15.1(a) 15.1.A simultaneously with such conversion, with the further consequence that, if the Managing Member General Partner elects to assume the CompanyPartnership’s redemption obligation with respect to such Common Units under Section 15.1(b) 15.1.B by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Units into Common Units. The Managing Member General Partner shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) C. The CompanyPartnership, at any time at the election of the Managing MemberGeneral Partner, may cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.3; provided, however, that the Company Partnership may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the election option of such Qualifying Party pursuant to Section 16.9(b). 16.9.B. In order to exercise its right of Forced Conversion, the Company Partnership shall deliver a notice (a “Forced Conversion Notice”) in substantially the form attached hereto as Exhibit D to the applicable Holder of LTIP Units not less than 3 calendar 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) D. A conversion of Vested LTIP Units for which the Holder thereof has given a Conversion Notice or the Company Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Units, as of which time such Holder of LTIP Units shall be credited on the books and records of the Company Partnership Register as of the opening of business on the next day with the number of Common Units into which such LTIP Units were converted. After the conversion of LTIP Units as aforesaid, the Company Partnership shall deliver to such Holder of LTIP Units, upon such Hoxxxx’x his or her written request, a certificate of the Managing Member General Partner certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee of any Member Limited Partner pursuant to Article 11 hereof may exercise the rights of such Member Limited Partner pursuant to this Section 16.9 and such Member Limited Partner shall be bound by the exercise of such rights by the Assignee. (e) E. For purposes of making future allocations under Section 6.2(d) 6.2.D and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Units that is treated as attributable to such Holder’s his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance. (f) F. If the Company Partnership, the General Partner or the Managing Member IMC REIT shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the CompanyPartnership’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company Partnership were sold at the Transaction price or, if applicable, at a value determined by the Managing Member General Partner in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company Partnership consolidated or into which the Company Partnership merged or which merged into the Company Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member General Partner shall give prompt written notice to each Holder of LTIP Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Units the right to elect, by written notice to the Managing MemberGeneral Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of such Holder’s its transferees) shall receive upon conversion of each LTIP Unit held by such Holder him or her (or by any of such Holder’s his or her transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company Partnership and the Managing Member General Partner under any LTIP Unit Vesting Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company Partnership shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) 16.9.F and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable possible under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.

Conversion to Common Units. (a) A Qualifying Party holding LTIP Units shall have the right (the “Conversion Right”), at such Qualifying Party’s option, at any time to convert all or a portion of such Qualifying Party’s Vested LTIP Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Units, all of the Vested LTIP Units held by such Qualifying Party to the extent not subject to the limitation on conversion under Section 16.9(b) below. Qualifying Parties shall not have the right to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s Unvested LTIP Units to become Vested LTIP Units (and subject to the timing requirements set forth in Section 16.9(b) below), such Qualifying Party may give the Company a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company subject to such condition. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.9. (b) A Qualifying Party may convert such Qualifying Party’s Vested LTIP Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) in substantially the form attached as Exhibit C to the Company (with a copy to the Managing Member) not less than 3 calendar days nor more than 10 calendar days prior to the date (the “Conversion Date”) specified in such Conversion Notice; provided, however, that if the Managing Member has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined below) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member of a Transaction or (y) the third Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Units covenants and agrees with the Company that all Vested LTIP Units to be converted pursuant to this Section 16.9 shall be free and clear of all liens and encumbrances. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party so wishes, the Common Units into which such Qualifying Party’s Vested LTIP Units will be converted can be redeemed by the Company pursuant to Section 15.1(a) simultaneously with such conversion, with the further consequence that, if the Managing Member elects to assume the Company’s redemption obligation with respect to such Common Units under Section 15.1(b) by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party simultaneously with the conversion of such Qualifying Party’s Vested LTIP Units into Common Units. The Managing Member shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) Notwithstanding the provisions of Section 16.9(a) and 16.9(b) hereof: (i) no Qualifying Party may exercise its Conversion Right pursuant to this Agreement more than one (1) time during any fiscal quarter of the Company; and (ii) no Qualifying Party may deliver a Notice of Conversion during the period from December 1 of any year through January 1 of the following year, nor shall any Conversion Date occur during the period from December 21 of any year through January 22 of the following year. (d) The Company, at any time at the election of the Managing Member, may cause any number of Vested LTIP Units to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.3; provided, however, that the Company may not cause a Forced Conversion of any LTIP Units that would not at the time be eligible for conversion at the election of such Qualifying Party pursuant to Section 16.9(b). In order to exercise its right of Forced Conversion, the Company shall deliver a notice (a “Forced Conversion Notice”) in substantially the form attached hereto as Exhibit D to the applicable Holder of LTIP Units not less than 3 calendar days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (de) A conversion of Vested LTIP Units for which the Holder thereof has given a Conversion Notice or the Company has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Units, as of which time such Holder of LTIP Units shall be credited on the books and records of the Company as of the opening of business on the next day with the number of Common Units into which such LTIP Units were converted. After the conversion of LTIP Units as aforesaid, the Company shall deliver to such Holder of LTIP Units, upon such Hoxxxx’x Hxxxxx’s written request, a certificate of the Managing Member certifying the number of Common Units and remaining LTIP Units, if any, held by such person immediately after such conversion. The Assignee of any Member pursuant to Article 11 hereof may exercise the rights of such Member pursuant to this Section 16.9 and such Member shall be bound by the exercise of such rights by the Assignee. (ef) For purposes of making future allocations under Section 6.2(d) and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Units that is treated as attributable to such Holder’s LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic Balance. (fg) If the Company or the Managing Member shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Company’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company were sold at the Transaction price or, if applicable, at a value determined by the Managing Member in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member shall give prompt written notice to each Holder of LTIP Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Units the right to elect, by written notice to the Managing Member, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of such Holder’s transferees) shall receive upon conversion of each LTIP Unit held by such Holder (or by any of such Holder’s transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f16.9(g) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.

Conversion to Common Units. (a) A A. Qualifying Party holding LTIP Performance Units shall have the right (the “Conversion Right”), at such Qualifying Party’s his or her option, at any time to convert all or a portion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units, taking into account all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that a Qualifying Party may not exercise the Conversion Right for less than one thousand (1,000) Vested LTIP Performance Units or, if such Qualifying Party holds less than one thousand (1,000) Vested LTIP Performance Units, all of the Vested LTIP Performance Units held by such Qualifying Party Party, to the extent not subject to the limitation on conversion under Section 16.9(b) 19.9.B below. Qualifying Parties shall not have the right to convert Unvested LTIP Performance Units into Common Units until they become Vested LTIP Performance Units; provided, however, that in anticipation of any event that will cause such Qualifying Party’s his or her Unvested LTIP Performance Units to become Vested LTIP Performance Units (and subject to the timing requirements set forth in Section 16.9(b) 19.9.B below), such Qualifying Party may give the Company Partnership a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by the Qualifying Party in writing prior to such vesting event, shall be accepted by the Company Partnership subject to such condition. In all cases, the conversion of any LTIP Performance Units into Common Units shall be subject to the conditions and procedures set forth in this Section 16.919.9. (b) B. A Qualifying Party may convert such Qualifying Party’s his or her Vested LTIP Performance Units into an equal number of fully paid and non-assessable Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3. Notwithstanding the foregoing, in no event may a Qualifying Party convert a number of Vested LTIP Performance Units that exceeds the Capital Account Limitation. In order to exercise such Qualifying Party’s his or her Conversion Right, a Qualifying Party shall deliver a written notice (a “Conversion Notice”) Notice in substantially the form attached as Exhibit C F to the Company Partnership (with a copy to the Managing MemberGeneral Partner) not less than 3 calendar days nor more than 10 calendar days prior LA\4346025.6 to the date (the “Conversion Date”) Date specified in such Conversion Notice; provided, however, that if the Managing Member General Partner has not given to the Qualifying Party notice of a proposed or upcoming Transaction (as defined belowin Section 18.9) at least thirty (30) days prior to the effective date of such Transaction, then the Qualifying Party shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) calendar day after such notice from the Managing Member General Partner of a Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.2. Each Qualifying Party seeking to convert Vested LTIP Performance Units covenants and agrees with the Company Partnership that all Vested LTIP Performance Units to be converted pursuant to this Section 16.9 19.9 shall be free and clear of all liens and encumbrancesliens. Notwithstanding anything herein to the contrary, if the Initial Holding Period with respect to the Common Units into which the Vested LTIP Performance Units are convertible has elapsed, a Qualifying Party may deliver a Notice of Redemption pursuant to Section 15.1(a) 15.1.A relating to such Common Units in advance of the Conversion Date; provided, however, that the redemption of such Common Units by the Company Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted that the objective of this paragraph is to put a Qualifying Party in a position where, if such Qualifying Party he or she so wishes, the Common Units into which such Qualifying Party’s his or her Vested LTIP Performance Units will be converted can be redeemed by the Company Partnership pursuant to Section 15.1(a) 15.1.A simultaneously with such conversion, with the further consequence that, if the Managing Member General Partner elects to assume the CompanyPartnership’s redemption obligation with respect to such Common Units under Section 15.1(b) 15.1.B by delivering to such Qualifying Party REIT Shares rather than cash, then such Qualifying Party can have such REIT Shares issued to such Qualifying Party him or her simultaneously with the conversion of such Qualifying Party’s his or her Vested LTIP Performance Units into Common Units. The Managing Member General Partner shall use commercially reasonable efforts to cooperate with a Qualifying Party to coordinate the timing of the different events described in the foregoing sentence. (c) C. The CompanyPartnership, at any time at the election of the Managing MemberGeneral Partner, may cause any number of Vested LTIP Performance Units to be converted (subject to a “Forced Conversion”) Conversion into an equal number of Common Units, giving effect to all adjustments (if any) made pursuant to Section 16.319.3; provided, however, that the Company Partnership may not cause a Forced Conversion of any LTIP Performance Units that would not at the time be eligible for conversion at the election option of such Qualifying Party pursuant to Section 16.9(b). 19.9.B. In order to exercise its right of Forced Conversion, the Company Partnership shall deliver a notice (a “Forced Conversion Notice”) Notice in substantially the form attached hereto as Exhibit D G to the applicable Holder of LTIP Performance Units not less than 3 calendar 10 nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided in Section 15.2. (d) D. A conversion of Vested LTIP Performance Units for which the Holder thereof has given a Conversion Notice or the Company Partnership has given a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such Holder of LTIP Performance Units, other than the surrender of any certificate or certificates evidencing such Vested LTIP Performance Units, as of which time such Holder of LTIP Performance Units shall be credited on the books and records of the Company Partnership as of the opening of business on the next day with the number of Common Units into which such LTIP Performance Units were converted. After the conversion of LTIP Performance Units as aforesaid, the Company Partnership shall deliver to such Holder of LTIP Performance Units, upon such Hoxxxx’x his or her written request, a certificate of the Managing Member General Partner certifying the number of Common Units and remaining LTIP Performance Units, if any, held by such person LA\4346025.6 immediately after such conversion. The Assignee of any Member Limited Partner pursuant to Article 11 hereof may exercise the rights of such Member Limited Partner pursuant to this Section 16.9 19.9 and such Member Limited Partner shall be bound by the exercise of such rights by the Assignee. (e) E. For purposes of making future allocations under Section 6.2(d) 6.2.F and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Holder of LTIP Performance Units that is treated as attributable to such Holder’s LTIP his or her Performance Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Performance Units converted and the Common Unit Economic Balance. (f) F. If the Company Partnership or the Managing Member General Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination or reorganization, or sale of all or substantially all of the Company’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into the right, or the Holders shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as a “Transaction”), then the Managing Member General Partner shall, immediately prior to the Transaction, exercise its right to cause a Forced Conversion with respect to the maximum number of LTIP Performance Units then eligible for conversion, taking into account any allocations that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Company Partnership were sold at the Transaction price or, if applicable, at a value determined by the Managing Member General Partner in good faith using the value attributed to the Common Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction and the conversion shall occur immediately prior to the effectiveness of the Transaction). In anticipation of such Forced Conversion and the consummation of the Transaction, the Company Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Performance Units to be afforded the right to receive in connection with such Transaction in consideration for the Common Units into which such Holder’s LTIP his or her Performance Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Transaction by a Holder of the same number of Common Units, assuming such Holder is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that Holders of Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Transaction, prior to such Transaction the Managing Member General Partner shall give prompt written notice to each Holder of LTIP Performance Units of such opportunity, and shall use commercially reasonable efforts to afford the Holder of LTIP Performance Units the right to elect, by written notice to the Managing MemberGeneral Partner, the form or type of consideration to be received upon conversion of each LTIP Performance Unit held by such Holder into Common Units in connection with such Transaction. If a Holder of LTIP Performance Units fails to make such an election, such Holder (and any of such Holder’s its transferees) shall receive upon conversion of each LTIP Performance Unit held by such Holder him or her (or by any of such Holder’s his or her transferees) the same kind and amount of consideration that a Holder of Common Units would receive if such Holder of Common Units failed to make such an election. Subject to the rights of the Company and the Managing Member under any LTIP Unit Agreement and the relevant terms of the Plan or any other applicable Equity Plan, the Company shall use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 16.9(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any Holder of LTIP Units whose LTIP Units will not be converted into Common Units in connection with the Transaction that will (i) contain provisions enabling the Qualifying Parties that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as reasonably practicable under the circumstances to the Common Units and (ii) preserve as far as reasonably practicable under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of the Holder of LTIP Units.