Common use of Exchange Right Clause in Contracts

Exchange Right. (a) Subject to Sections 8.05(b), 8.05(c), 8.05(d), and 8.05(e), and subject to the potential modification of any 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,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”) to require the Partnership to redeem on the applicable Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption price equal to, and in the form of, the Cash Amount or the REIT Shares Amount, as elected by the Partnership (acting through the General Partner) in its sole and absolute discretion; provided, that such Partnership Common Units shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption of the Tendered Units pursuant to this Section 8.05(a), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery of an Exchange Notice to the Partnership (with a copy to the General Partner) by 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 Tendered Units subject to the Exchange Notice pursuant to Section 8.05(b); and provided further, that no Limited Partner may deliver more than two Exchange Notices 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 Tendered Units so exchanged, to receive any distribution paid with respect to such Tendered Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx Xxxxxx, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

Exchange Right. (a) Subject to Sections 8.05(b8.5(b), 8.05(c8.5(c), 8.05(d), 8.5(d) and 8.05(e), 8.5(e) below and subject to the potential modification provisions of any rights or obligations provided for herein by agreement(s) agreements between the Partnership and any 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,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”) to require the Partnership to redeem on the applicable a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption an exchange price equal to, to and in the form of, of the Cash Amount or the REIT Shares Amount, as elected to be paid by the Partnership (acting through the General Partner) in its sole and absolute discretion; Partnership, provided, that such Partnership Common Units shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption of the Tendered Units pursuant to this Section 8.05(a), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery a Notice of an Exchange Notice 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 Tendered Partnership Units subject to the Notice of Exchange Notice pursuant to Section 8.05(b)8.5(b) below; and provided provided, further, that no Limited Partner may deliver more than two Notices of Exchange Notices 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 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 Tendered Partnership Units so exchanged, to receive any distribution paid with respect to such Tendered Partnership Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx Xxxxxx, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

Exchange Right. (a) Subject to Sections 8.05(b)8.5(b)-(h) and Section 9.7, 8.05(c), 8.05(d), and 8.05(e), and subject to on or after the potential modification second anniversary of any 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 themEffective Date, each Limited Partner shall have the right (the “"Exchange Right,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”") to require the Partnership to redeem exchange on the applicable a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such for an exchange price payable by the Partnership Units, the “Tendered Units”) at a redemption price equal to, to and in the form of, of the Cash Amount or the REIT Shares Amount, as elected by the Partnership (acting through the General Partner) in its sole and absolute discretion; provided, that such Partnership Common Units shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption of the Tendered Units pursuant to this Section 8.05(a), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery a Notice of an Exchange Notice 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 Tendered Partnership Units subject to the Notice of Exchange Notice pursuant to Section 8.05(b8.5(b); and provided further, that no Limited Partner may deliver more than two Exchange Notices during each calendar year. A Limited Partner may not exercise the Exchange Right from time to time, without regard to frequency, with respect to some or all of the Partnership Units that it owns, as selected by such Limited Partner, but no Limited Partner may exercise the Exchange Right for less than 1,000 a number of Partnership Common Units equal to ten thousand (10,000) Partnership Units multiplied by the Conversion Factor or, if such Limited Partner holds less than 1,000 such number of Partnership Common Units, all of the Partnership Common Units held by such Limited Partner. Notwithstanding the foregoing provisions of this Section 8.5(a), the General Partner agrees to use its best efforts to cause the closing of the acquisition of exchanged Partnership Units hereunder to occur as quickly as reasonably possible. The Exchanging Partner shall have no right, with respect to any Tendered Partnership Units so exchanged, to receive any distribution paid with respect to such Tendered Partnership Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx Xxxxxx, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

Exchange Right. (a) Subject to Sections 8.05(b8.5(b), 8.05(c8.5(c), 8.05(d8.5(d), and 8.05(e), 8.5(e) and subject to the potential modification provisions of any rights or obligations provided for herein by agreement(s) agreements between the Partnership and any one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by them, each Limited holder of Common Units (other than the General Partner or any wholly-owned Subsidiary thereof) shall have the right (the “Exchange Right,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”) to require the Partnership to redeem on the applicable a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption an exchange price equal to, to and in the form of, of the Cash Amount or the REIT Shares Amount, as elected to be paid by the Partnership (acting through the General Partner) in its sole and absolute discretion; providedPartnership, provided that such Partnership any Common Units issued after the date of this Agreement shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption of the Tendered Units pursuant to this Section 8.05(a), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery a Notice of an Exchange Notice 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 Tendered Common Units subject to the Notice of Exchange Notice pursuant to Section 8.05(b8.5(b); and provided provided, further, that no Limited Partner holder of Common Units may deliver more than two Notices of Exchange Notices during each calendar year. A Limited Partner may not exercise the Exchange Right (i) 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 or (ii) for fractional Common Units, unless such Limited Partner is exercising the Exchange Right with respect to all of the remaining Common Units held by such Limited Partner. The Exchanging Partner shall have no right, with respect to any Tendered Common Units so exchanged, to receive any distribution paid with respect to such Tendered Common Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx Xxxxxx, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

Exchange Right. (a) Subject to Sections 8.05(b), 8.05(c), 8.05(d), and 8.05(e), and subject to the potential modification of any 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,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”) to require the Partnership to redeem on the applicable Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption price equal to, and in the form of, the Cash Amount or the REIT Shares Amount, as elected by the Partnership (acting through the General Partner) in its sole and absolute discretion; provided, that other than Partnership Common Units issued pursuant to either of the Acquisition Agreements, such Partnership Common Units shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption of the Tendered Units pursuant to this Section 8.05(a), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery of an Exchange Notice to the Partnership (with a copy to the General Partner) by 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 Tendered Units subject to the Exchange Notice pursuant to Section 8.05(b); and provided further, that no Limited Partner may deliver more than two Exchange Notices 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 Tendered Units so exchanged, to receive any distribution paid with respect to such Tendered Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx XxxxxxShares Amount, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

Exchange Right. (a) Subject to Sections 8.05(b8.4(b), 8.05(c8.4(c), 8.05(d), 8.4(d) and 8.05(e), 8.4(e) below and subject to the potential modification provisions of any rights or obligations provided for herein by agreement(s) agreements between the Partnership and any 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,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”) to require the Partnership to redeem on the applicable a Specified Exchange Date all or a portion of the Partnership Common Units U nits held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption an exchange price equal to, to and in the form of, of the Cash Amount or the REIT Shares Amount, as elected to be paid by the Partnership (acting through the General Partner) in its sole and absolute discretion; Partnership, provided, that such Partnership Common Units shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption of the Tendered Units pursuant to this Section 8.05(a), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery a Notice of an Exchange Notice 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 Tendered Partnership Units subject to the Notice of Exchange Notice pursuant to Section 8.05(b)8.4(b) below; and provided provided, further, that no Limited Partner may deliver more than two Notices of Exchange Notices 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 Common Units or, if such Limited Partner holds hold s 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 Tendered Partnership Units so exchanged, to receive any distribution paid with respect to such Tendered Partnership Units if the record date for such distribution is on or after the Specified Exchange Date. Notwithstanding the provisions of Section 8.4(a) above, a Limited Partner that exercises the Exchange Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Exchange to the General Partner, and the General Partner may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Exchanging Partner either the Cash Amount or the REIT Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Exchange Date, whereupon the General Partner shall acquire the Partnership Units offered for exchange by the exchanging Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership U nits. If the General Partner shall elect to exercise its right to purchase Partnership Units under this Section 8.4(b) with respect to a Notice of Exchange, it shall so notify the Exchanging Partner within five Business Days after the receipt by the General Partner of such Notice of Exchange. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Partnership Units from the Exchanging Partner pursuant to this Section 8.4(b), the General Partner shall have no obligation to the Exchanging Partner or the Partnership with respect to the Exchanging Partner’s exercise of the Exchange Right. In the event that the General Partner shall exercise its right to purchase Partnership Units with respect to the exercise of an Exchange Right in the manner described in the first sentence of this Section 8.4(b), the Partnership (acting through shall have no obligation to pay any amount to the Exchanging Partner with respect to such Exchanging Partner’s exercise of such Exchange Right, and each of the Exchanging Partner, the Partnership, and the General Partner) determines to pay , as the case may be, shall treat the transaction between the General Partner, and the Exchanging Partner for federal income tax purposes as a sale of the REIT Xxxxxx Xxxxxx, and Exchanging Partner’s Partnership Units to the General Partner. Each Exchanging Partner agrees to execute such documents as the General Partner may reasonably require in connection with any issuance of REIT Shares Amount upon exercise of the Exchange Right. Notwithstanding the provisions of Section 8.4(a) and 8.4(b) above, a Limited Partner shall not be entitled to exercise the Exchange Right if the delivery of REIT Shares to such Partner on the Specified Exchange Date by the General Partner pursuant to Section 8.4(b) above (regardless of whether or not the General Partner would in fact exercise its rights under Section 8.4(b)) would (i) result in such Partner or any other person owning, directly or indirectly, shares of the General Partner in excess of the Ownership Limit (as defined in the Articles of Incorporation and calculated in accordance therewith), except as provided in the Articles of Incorporation, (ii) result in shares of the General Partner being owned by fewer than 100 Persons (determined without reference to any rules of attribution and under the definition of “Person” in the Articles of Incorporation), except as provided in the Articles of Incorporation, result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, directly or constructively, 9.8% or more of the ownership interests in a tenant of the General Partner’s, the Partnership’s, or any direct or indirect subsidiary (including, without limitation, partnerships, joint ventures and limited liability companies) of the General Partner’s or the Partnership’s real property, within the meaning of Section 856(d)(2)(B) of the Code, (v) otherwise, directly or indirectly, cause the General Partner to fail to qualify as a REIT or (vi) cause the acquisition of REIT Shares by such Partner to be “integrated” with any other distribution of REIT Shares for purposes of complying with the registration provisions of the Securities Act. The General Partner, in its sole and absolute discretion, may waive the restriction on exchange set forth in this Section 8.4(c); provided, however, that in the event such restriction is not a whole number of shareswaived, the Exchanging Partner shall be paid the Cash Amount. Any Cash Amount to be paid to an Exchanging Partner pursuant to this Section 8.4 shall be paid on the Specified Exchange Date; provided, however, that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is may elect to cause the continuing entity) into securities other than Specified Exchange Date to be delayed for up to an additional 180 days to the extent required for the General Partner to cause additional REIT Shares, for purposes Shares to be issued to provide financing to be used to make such payment of this Section 8.05(a)the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of exchanged Partnership U nits hereunder to occur as quickly as reasonably possible. Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Exchange Rights as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded Partnership” under Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (or its successora “Restriction Notice”) may thereafter exercise its right to purchase Tendered Units for each of the kind and amount Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of shares an opinion of counsel to the Partnership which states that, in the opinion of such securities receivable upon such reclassification by counsel, restrictions are necessary in order to avoid having the Partnership be treated as a holder “publicly traded partnership “ under Section 7704 of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassificationCode.

Exchange Right. (a) Subject to Sections 8.05(b8.5(b), 8.05(c8.5(c), 8.05(d), 8.5(d) and 8.05(e)8.5(e) hereof, and subject to the potential modification of any 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 which is not a Subsidiary of the General Partner shall have the right (the “Exchange Right,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”"EXCHANGE RIGHT") to require the Partnership to redeem on the applicable a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption an exchange price equal to, to and in the form of, of the Cash Exchange Amount or the REIT Shares Amount, as elected to be paid by the Partnership (acting through the General Partner) in its sole and absolute discretionPartnership; provided, that such Partnership Common Units redemption shall have been outstanding for at least not occur before the date that is one year; and provided, further, that if year following the Partnership elects to deliver the REIT Shares Amount in redemption closing of the Tendered Units pursuant initial public offering of shares of the General Partner's common stock, subject to this Section 8.05(a), any restriction agreed to in writing between the Limited Partner who is exercising the Exchange Right (the "EXCHANGING PARTNER") and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery of an Exchange Notice to the Partnership (with a copy to the General Partner) by the Exchanging Partner; provided, however, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the REIT Shares Amount; provided, further, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Tendered Partnership Units subject to the Exchange Notice pursuant to Section 8.05(b)Notice; and provided further, that no Limited Partner may deliver more than two Exchange Notices 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 Tendered Partnership Units so exchanged, to receive any distribution paid with respect to such Tendered Partnership Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx Xxxxxx, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

Exchange Right. (a) Subject to Sections 8.05(b), 8.05(c), 8.05(d), ) and 8.05(e)) hereof, and subject to the potential modification of any rights or obligations provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to their Partnership Interest and the Partnership Units held by allocable to them, each Limited Partner shall have the right (the “Exchange Right,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”) to require the Partnership to redeem on the applicable a Specified Exchange Date all or a portion of its Partnership Interest and the associated Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption an exchange price equal to, to and in the form of, of the Cash Amount or the REIT Shares Amount, as elected to be paid by the Partnership (acting through the General Partner) in its sole and absolute discretionPartnership; provided, that such Partnership Common Units shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption of the Tendered Units pursuant to this Section 8.05(a), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery of an Exchange Notice 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 Company (or its Affiliate) elects to purchase the Tendered such Partnership Units subject to the Exchange Notice pursuant to Section 8.05(b); and provided further, that no Limited Partner may deliver more than two Exchange Notices during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Common Units (or such other amount as is appropriate to take account of adjustments to the Conversion Factor) or, if such Limited Partner holds less than 1,000 Partnership Common UnitsUnits (or such other amount as is appropriate to take account of adjustments to the Conversion Factor), all of the Partnership Common Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Tendered Partnership Units so exchanged, to receive any distribution paid with respect to such Tendered Partnership Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx Xxxxxx, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

Exchange Right. (a) Subject to Sections 8.05(b8.5(b), 8.05(c8.5(c), 8.05(d), 8.5(d) and 8.05(e)8.5(e) hereof, and subject to the potential modification of any 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 which is not an Affiliate of the General Partner shall have the right (the “Exchange Right,” and a Limited Partner exercising the Exchange Right, an “Exchanging PartnerEXCHANGE RIGHT”) to require the Partnership to redeem on the applicable a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption an exchange price equal to, to and in the form of, of the Cash Exchange Amount or the REIT Shares Amount, as elected to be paid by the Partnership (acting through the General Partner) in its sole and absolute discretionPartnership; provided, that such Partnership Common Units redemption shall have been outstanding for at least not occur before the date that is one year; and provided, further, that if year following the Partnership elects to deliver the REIT Shares Amount in redemption closing of the Tendered Units pursuant initial public offering of shares of the General Partner’s common stock, subject to this Section 8.05(a), any restriction agreed to in writing between the Limited Partner who is exercising the Exchange Right (the “EXCHANGING PARTNER”) and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery of an Exchange Notice to the Partnership (with a copy to the General Partner) by the Exchanging Partner; provided, however, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the REIT Shares Amount; provided, further, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Tendered Partnership Units subject to the Exchange Notice pursuant to Section 8.05(b)Notice; and provided further, that no Limited Partner may deliver more than two Exchange Notices 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 Tendered Partnership Units so exchanged, to receive any distribution paid with respect to such Tendered Partnership Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx Xxxxxx, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

Exchange Right. (a) Subject to Sections 8.05(b8.5(b), 8.05(c8.5(c), 8.05(d), 8.5(d) and 8.05(e)8.5(e) hereof, and subject to the potential modification of any 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 which is not an Affiliate of the General Partner shall have the right (the “Exchange Right,” and a Limited Partner exercising the Exchange Right, an “Exchanging PartnerEXCHANGE RIGHT”) to require the Partnership to redeem on the applicable a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption an exchange price equal to, to and in the form of, of the Cash Exchange Amount or the REIT Shares Amount, as elected to be paid by the Partnership (acting through the General Partner) in its sole and absolute discretionPartnership; provided, that such Partnership Common Units redemption shall have been outstanding for at least not occur before the date that is one year; and provided, further, that if year following the Partnership elects to deliver the REIT Shares Amount in redemption closing of the Tendered Units pursuant initial public offering of shares of Gladstone Commercial Corporation’s common stock, subject to this Section 8.05(a), any restriction agreed to in writing between the Limited Partner who is exercising the Exchange Right (the “EXCHANGING PARTNER”) and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery of an Exchange Notice to the Partnership (with a copy to the General Partner) by the Exchanging Partner; provided, however, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the REIT Shares Amount; provided, further, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Tendered Partnership Units subject to the Exchange Notice pursuant to Section 8.05(b)Notice; and provided further, that no Limited Partner may deliver more than two Exchange Notices 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 Tendered Partnership Units so exchanged, to receive any distribution paid with respect to such Tendered Partnership Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx Xxxxxx, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

Exchange Right. (a) Subject to Sections 8.05(b), 8.05(c), 8.05(d), 8.05(e) and 8.05(e), 8.05(f) and subject to the potential modification provisions of any rights or obligations provided for herein by agreement(s) agreements between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner Partner, other than the Company, shall have the right (the “"Exchange Right,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”") to require the Partnership to redeem on the applicable a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption an exchange price equal to, to and in the form of, of the Cash Amount or the REIT Shares Amount, as elected to be paid by the Partnership (acting through the General Partner) in its sole and absolute discretion; providedPartnership, PROVIDED that such Partnership Common Units shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption of the Tendered Units pursuant to this Section 8.05(a), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery a Notice of an Exchange Notice delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the "Exchanging Partner"); providedPROVIDED, howeverHOWEVER, that the Partnership shall not be obligated to satisfy such Exchange Right if the Company and/or the General Partner elects to purchase the Tendered Partnership Units subject to the Notice of Exchange Notice pursuant to Section 8.05(b); and provided furtherPROVIDED, FURTHER, that no Limited Partner may deliver more than two Notices of Exchange Notices 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 Tendered Partnership Units so exchanged, to receive any distribution paid with respect to such Tendered Partnership Units if the record date for such distribution is on or after the Specified Exchange Date. In the event that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx Xxxxxx, and the REIT Shares Amount is not a whole number of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassification.

Exchange Right. (a) Subject to Sections 8.05(b8.4(b), 8.05(c8.4(c), 8.05(d8.4(d), and 8.05(e), 8.4(e) and subject to the potential modification provisions of any rights or obligations provided for herein by agreement(s) agreements between the Partnership and any one or more Limited Partners holders of Common Units with respect to Partnership Common Units held by themthem (including, without limitation, Exhibit C and Exhibit D), each Limited Partner holder of Common Units shall have the right (the “Exchange Right,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”) to require the Partnership to redeem on the applicable a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption an exchange price equal to, to and in the form of, of the Cash Amount or the REIT Shares Amount, as elected to be paid by the Partnership (acting through the General Partner) in its sole and absolute discretion; providedPartnership, provided that such Partnership Common Units shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption year (inclusive of the Tendered any Partner’s holding period for any Class M Units pursuant to this Section 8.05(aor Class P Units converted into Class C Units), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery a Notice of an Exchange Notice 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 Tendered Common Units subject to the Notice of Exchange Notice pursuant to Section 8.05(b8.4(b); and provided provided, further, that no Limited Partner holder of Common Units may deliver more than two (2) Notices of Exchange Notices 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 Tendered Common Units so exchanged, to receive any distribution paid with respect to such Tendered Common Units if the record date for such distribution is on or after the Specified Exchange Date. In For the event avoidance of doubt, the Exchange Right shall not apply to Class M Units or Class P Units, it being understood that the Partnership (acting through the General Partner) determines to pay the Exchanging Partner the REIT Xxxxxx Xxxxxx, Class M Units and the REIT Shares Amount is not a whole number Class P Units must convert to Class C Units in accordance with the terms of shares, the Exchanging Partner shall be paid that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares Exhibit C and Exhibit D (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entityas applicable) into securities other than REIT Shares, for purposes of this Section 8.05(a), the General Partner (or its successor) may thereafter exercise its right to purchase Tendered Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassificationexercising the Exchange Right.

Exchange Right. (a) Subject to Sections 8.05(b), 8.05(c), 8.05(d), 8.05(e) and 8.05(e), 8.05(f) and subject to the potential modification provisions of any rights or obligations provided for herein by agreement(s) agreements between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner Partner, other than the Company, shall have the right (the “"Exchange Right,” and a Limited Partner exercising the Exchange Right, an “Exchanging Partner”") to require the Partnership to redeem on the applicable a Specified Exchange Date all or a portion of the Partnership Common Units held by such Limited Partner (such Partnership Units, the “Tendered Units”) at a redemption an exchange price equal to, to and in the form of, of the Cash Amount or the REIT Shares Amount, as elected to be paid by the Partnership (acting through the General Partner) in its sole and absolute discretion; providedPartnership, PROVIDED that such Partnership Common Units shall have been outstanding for at least one year; and provided, further, that if the Partnership elects to deliver the REIT Shares Amount in redemption of the Tendered Units pursuant to this Section 8.05(a), and the General Partner does not elect to purchase the Tendered Units pursuant to Section 8.05(b), the Partnership shall direct the General Partner to issue and deliver the corresponding REIT Shares Amount to the Exchanging Partner on or prior to the Specified Exchange Date, in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation of the Partnership to deliver the REIT Shares Amount to the Exchanging Partner, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Exchanging Partner of such Tendered Units to the General Partner in exchange for REIT Shares. The Exchange Right shall be exercised pursuant to the delivery a Notice of an Exchange Notice delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the "Exchanging Partner"); providedPROVIDED, howeverHOWEVER, that the Partnership shall not be obligated to satisfy such Exchange Right if the Company and/or the General Partner elects to purchase the Tendered Partnership Units subject to the Notice of Exchange Notice pursuant to Section 8.05(b); and provided furtherPROVIDED, FURTHER, that no Limited Partner may deliver more than two Notices of Exchange Notices 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 Tendered Partnership Units so exchanged, to receive any distribution paid with respect to such Tendered Partnership Units if the record date for such distribution is on or after the Specified Exchange Date. Notwithstanding the provisions of Section 8.05(a), a Limited Partner that exercises the Exchange Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Exchange to the General Partner and the Company, and either of the General Partner or the Company (or both) may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Exchanging Partner either the Cash Amount or the REIT Shares Amount, as elected by the General Partner or the Company (in its sole and absolute discretion), on the Specified Exchange Date, whereupon the General Partner or the Company shall acquire the Partnership Units offered for exchange by the exchanging Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Partner and/or the Company shall elect to exercise its right to purchase Partnership Units under this Section 8.05(b) with respect to a Notice of Exchange, they shall so notify the Exchanging Partner within five Business Days after the receipt by the General Partner of such Notice of Exchange. Unless the General Partner and/or the Company (in its sole and absolute discretion) shall exercise its right to purchase Partnership Units from the Exchanging Partner pursuant to this Section 8.05(b), neither the General Partner nor the Company shall have any obligation to the Exchanging Partner or the Partnership with respect to the Exchanging Partner's exercise of the Exchange Right. In the event that the General Partner or the Company shall exercise its right to purchase Partnership Units with respect to the exercise of a Exchange Right in the manner described in the first sentence of this Section 8.05(b), the Partnership shall have no obligation to pay any amount to the Exchanging Partner with respect to such Exchanging Partner's exercise of such Exchange Right, and each of the Exchanging Partner, the Partnership, and the General Partner or the Company, as the case may be, shall treat the transaction between the General Partner or the Company, as the case may be, and the Exchanging Partner for federal income tax purposes as a sale of the Exchanging Partner's Partnership Units to the General Partner or the Company, as the case may be. Each Exchanging Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon exercise of the Exchange Right. Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a Limited Partner shall not be entitled to exercise the Exchange Right if the delivery of REIT Shares to such Partner on the Specified Exchange Date by the General Partner or the Company pursuant to Section 8.05(b) (acting through regardless of whether or not the General Partner or the Company would in fact exercise its rights under Section 8.05(b)) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the Ownership Limitation (as defined in the Amended and Restated Articles of Incorporation) and calculated in accordance therewith, except as provided in the Amended and Restated Articles of Incorporation, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), except as provided in the Amended and Restated Articles of Incorporation, (iii) result in the Company being "closely held" within the meaning of Section 856(h) of the Code, (iv) cause the Company to own, directly or constructively, 10% or more of the ownership interests in a tenant of the General Partner's, the Partnership's, or a Subsidiary Partnership's, real property, within the meaning of Section 856(d)(2)(B) determines to pay of the Exchanging Partner Code, or (v) cause the REIT Xxxxxx Xxxxxx, and the acquisition of REIT Shares Amount by such Partner to be "integrated" with any other distribution of REIT Shares for purposes of complying with the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"). The General Partner or the Company, in their sole and absolute discretion, may waive the restriction on exchange set forth in this Section 8.05(c); PROVIDED, HOWEVER, that in the event such restriction is not a whole number of shareswaived, the Exchanging Partner shall be paid the Cash Amount. Any Cash Amount to be paid to an Exchanging Partner pursuant to this Section 8.05 shall be paid on the Specified Exchange Date; PROVIDED, HOWEVER, that number of REIT #96603748v1 Shares which equals the nearest whole number less than such amount. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation Company or merger in which the General Partner is may elect to cause the continuing entity) into securities Specified Exchange Date to be delayed for up to an additional 180 days to the extent required for the Company to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the Company and the General Partner agree to use their best efforts to cause the closing of the acquisition of exchanged Partnership Units hereunder to occur as quickly as reasonably possible. Notwithstanding any other than REIT Shares, for purposes provision of this Section 8.05(a)Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Exchange Rights as and if deemed necessary to ensure that the Partnership does not constitute a "publicly traded partnership" under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (or its successora "Restriction Notice") may thereafter exercise its right to purchase Tendered Units for each of the kind and amount Limited Partners, which notice shall be accompanied by a copy of shares an opinion of counsel to the Partnership which states that, in the opinion of such securities receivable upon such reclassification by counsel, restrictions are necessary in order to avoid the Partnership being treated as a holder "publicly traded partnership" under section 7704 of the number of REIT Shares for which such Tendered Units could be purchased pursuant to this Section 8.05(a) immediately prior to such reclassificationCode.