Common use of Exchange Right Clause in Contracts

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d) and 8.5(e), 8.4(e) and 8.4(f) and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d), 8.4(e8.5(d) and 8.4(f8.5(e) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner Partner, other than the General Partner, shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d), 8.4(e) and 8.4(f) 8.5(e), and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d), 8.4(e8.05(d) and 8.4(f8.05(e) hereof, and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”"EXCHANGE RIGHT") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”"EXCHANGING PARTNER"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d), 8.4(e8.05(d) and 8.4(f8.05(e) hereof, and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d), 8.4(e) 8.5(e), and 8.4(f8.5(g) and the provisions of any agreements between the Partnership and one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by them, each Limited Partner holder of Common Units shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, further, that no Limited Partner holder of Common Units may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) and the provisions of any agreements between the Partnership and one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by them, each Limited Partner holder of Common Units shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no Limited Partner holder of Common Units may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less fewer than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d8.05(d), 8.4(e) and 8.4(f8.05(e) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner Partner, other than the General Partner, shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d), 8.4(e8.05(d) and 8.4(f8.05(e) hereof, and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner Company elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) 9.4.1 Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) the provisions in this Section 9.4 and the provisions of any agreements between the Partnership and one or more Common Limited Partners with respect to Partnership Common Units held by them, each Common Limited Partner shall have the right (the “Exchange Right”) ), beginning on the Exchange Date, to require the Partnership to redeem exchange on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Common Limited Partner at an exchange price equal to and in for the form of the applicable Cash Amount to be paid by the PartnershipPartnership (with the Cash Amount determined 60 days after the receipt of the Exchange Notice for purposes of this Section 9.4), provided that such Partnership Common Units (or the LTIP Units from which they were converted) shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Common Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner CCI elects to purchase the Partnership Common Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b)9.4.2; and provided, further, that no Common Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Common Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Common Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d), 8.4(e) and 8.4(f) 8.5(e), and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) and the provisions of any agreements between the Partnership and one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by them, each Limited Partner holder of Common Units shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no Limited Partner holder of Common Units may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d8.05(d) and 8.05(e), 8.4(e) and 8.4(f) and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”"EXCHANGE RIGHT") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount or the REIT Shares Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”"EXCHANGING PARTNER"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), and 8.4(e) and 8.4(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by themthem or any other agreement to which a Limited Partner is bound or the requirements of applicable laws, rules and regulations, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d), 8.4(e8.5(d) and 8.4(f8.5(e) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner Partner, other than the General Partner, shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year; and provided, further, no redemption may occur except on a quarterly basis. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d), 8.4(e8.5(e) and 8.4(f8.5(f) and the provisions of any agreements between the Partnership and one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by them, each Limited Partner holder of Common Units shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, further, that no Limited Partner holder of Common Units may deliver more than two (2) Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d8.05(d) and 8.05(e), 8.4(e) and 8.4(f) and on or after the provisions date which is one year after the acquisition of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by themsuch units, each Limited Partner Partner, other than IRET, shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if IRET and/or the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d8.05(d), 8.4(e8.05(e) and 8.4(f8.05(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner Partner, other than the General Partner, shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding -------- for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d8.05(d) and 8.05(e), 8.4(e) and 8.4(f) and on or after the provisions date which is one year after the acquisition of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by themsuch units, each Limited Partner Partner, other than IRET, shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange (a form of which is attached as Exhibit A hereto) delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if IRET and/or the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 100 Partnership Units or, if such Limited Partner holds less than 1,000 100 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d8.05(d), 8.4(e) and 8.4(f) and 8.05(e), after the provisions date which is two years after the acquisition of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by themsuch units, each Limited Partner Partner, shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d), 8.4(e8.05(d) and 8.4(f8.05(e) hereof, and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”"EXCHANGE RIGHT") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging "EXCHANGING Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d), 8.4(e8.5(e) and 8.4(f8.5(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner Partner, other than the General Partner, shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), ) and 8.4(e) and 8.4(f) below and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner Partner, other than the General Partner, shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided provided, that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b)) below; and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar yearyear unless the REIT Shares are then Publicly Traded, in which case there will be no limitation on the number of Notices of Exchange that may be delivered. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d) and 8.5(e), 8.4(e) and 8.4(f) and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the ““ Exchange RightRight ”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the ““ Exchanging PartnerPartner ”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d), 8.4(e) and 8.4(f8.5(e) and the provisions of any agreements between the Partnership and one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by them, each Limited Partner holder of Common Units shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, further, that no Limited Partner holder of Common Units may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, Exhibit 10.1 to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d8.05(d), 8.4(e) and 8.4(f8.05(e) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner Partner, other than the General Partner, shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units shall have been outstanding for at least one yearyear and with respect to convertible Additional Equity, including the Series A Preferred Units, such one year period shall run from the date of original issuance of such Additional Equity without regard to the date of such Additional Equity’s conversion into Common Units. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) and the provisions of any agreements between the Partnership and one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by them, each Limited Partner holder of Common Units shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no Limited Partner holder of Common Units may deliver more than two (2) Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d), 8.4(e8.05(d) and 8.4(f8.05(e) hereof, and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units -------- shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the -------- ------- Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) 8.4.1 Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) the provisions in this Section 8.4 and the provisions of any agreements between the Partnership and one 1 or more Common Limited Partners with respect to Common Limited Partnership Units held by them, each Common Limited Partner shall have the right (the “Exchange Right”) ), beginning on the Exchange Date, to require the Partnership to redeem exchange on a Specified Exchange Date all or a portion of the Common Limited Partnership Units held by such Common Limited Partner at an exchange price equal to and in for the form of the applicable Cash Amount to be paid by the PartnershipPartnership (with the Cash Amount determined 60 business days after the receipt of the Exchange Notice for purposes of this Section 8.4), provided that such Common Limited Partnership Units shall have been outstanding for at least one 1 year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Common Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Common Limited Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b)8.4.2; and provided, further, that no Common Limited Partner may deliver more than two 2 Exchange Notices of Exchange during each calendar year. A Common Limited Partner may not exercise the Exchange Right for less than 1,000 Common Limited Partnership Units or, if such Common Limited Partner holds less than 1,000 Common Limited Partnership Units, all of the Common Limited Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Common Limited Partnership Units so exchanged, to receive any distribution paid with respect to Common Limited Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d), 8.4(e) and 8.4(f8.5(e) and the provisions of any agreements between the Partnership and one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by them, each Limited Partner holder of Common Units shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership any Common Units issued after the date of this Agreement shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, further, that no Limited Partner holder of Common Units may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) and ), on or after the provisions date which is one year after the acquisition of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by themsuch units, each Limited Partner Partner, other than DREIT, shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) Partner by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner DREIT elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 one hundred (100) Partnership Units or, if such Limited Partner holds less than 1,000 one hundred (100) Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d), 8.4(e8.05(d) and 8.4(f8.05(e) hereof, and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d8.05(d) and 8.05(e), 8.4(e) and 8.4(f) and subject to the provisions potential modification of any agreements rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership; provided, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a the delivery of an Exchange Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Exchange Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, provided further, that no Limited Partner may deliver more than two Exchange Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d8.05(d), 8.4(e8.05(e) and 8.4(f8.05(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner Partner, other than the General Partner, shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.05(b), 8.4(c8.05(c), 8.4(d8.05(d), 8.4(e8.05(e) and 8.4(f8.05(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Common Units held by them, each Limited Partner Partner, other than the Company, shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units 77 shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the -------- ------- Partnership shall not be obligated to satisfy such Exchange Right if the Company and/or the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), and 8.4(e) and 8.4(f) and the provisions of any agreements between the Partnership and one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by them, each Limited Partner holder of Common Units shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no Limited Partner holder of Common Units may deliver more than two (2) Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d), 8.4(e8.5(e) and 8.4(f8.5(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) and the provisions of any agreements this Section 8.05 and the terms of an agreement between the Partnership or the General Partner and one or more a Limited Partners with respect to Partnership Units held by themPartner, each Limited Partner Partner, other than the HHT, Ltd. Inc., the General Partner, or any wholly owned subsidiaries of the Company, shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the Partnership shall not be -------- ------- obligated to satisfy such Exchange Right if the Company and/or the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.05(b); and provided, further, that no Limited -------- ------- Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) and the provisions of any agreements between the Partnership and one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by them, each Limited Partner holder of Common Units shall have the right (the “"Exchange Right”") to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Common Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “"Exchanging Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Common Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no Limited Partner holder of Common Units may deliver more than two (2) Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units or, if such Limited Partner holds less than 1,000 Partnership Common Units, all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Common Units so exchanged, to receive any distribution paid with respect to Partnership Common Units if the record date for such distribution is on or after the Specified Exchange Date.

Exchange Right. (a) Subject to Sections 8.4(b8.5(b), 8.4(c8.5(c), 8.4(d8.5(d), 8.4(e8.5(e) and 8.4(f8.5(f) and the provisions of any agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b8.5(b); and provided, further, that no Limited Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Exchange Date.