Common use of Exchange Rights Clause in Contracts

Exchange Rights. (a) At any time from and after the date of the issuance of the Class A Stock, each holder of one or more Class A Shares (each, a “Class A Shareholder”) shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b).

Exchange Rights. (a) At any time from From and after the date fifth anniversary of the issuance of the Effective Date, any CEC Member holding Class A Stock, each holder of one or more Class A Shares (each, a “Class A Shareholder”) B Units shall have the right (subject to the “Exchange Right”terms and conditions set forth herein) to require the Corporation Managing Member to repurchase, on the applicable Specified Exchange Date, purchase all or such a portion of the Class A Shares held by such B Units (Class A Shareholder specified B Units that have in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares fact been tendered for purchase being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A ShareholderUnits”) held by such CEC Member in exchange for the Cash Amount in accordance with the terms and conditions an equivalent number of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A B Common Shares in accordance with this subsection C(3)(aSection 7.4 (“CAC Exchange”), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any CAC Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to CAC upon 60 days prior written notice by a CEC Member when exercising the Corporation by or on behalf of CAC Exchange right (the “Tendering Class A ShareholderParty”). Upon receipt by Notwithstanding the Corporation of a Notice of Exchangeforegoing, the Corporation shall promptlyLiquidation Committee may require the CEC Members to participate in a CAC Exchange with respect to all or any portion of their respective Class B Units at any time in connection with a Liquidity Transaction in accordance with Section 12.3. (b) If, andat any time, any CEC Member elects to participate in a CAC Exchange in accordance with clause (a) above, in any event within one (1) Business Day after receipt thereofwhole or in part, deliver then CAC shall, on the Specified Exchange Date, cause a number of Class B Common Shares equal to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay Units (“CAC Shares Amount”) to be issued and delivered to the Tendering Class A Shareholder, in accordance with instructions set forth in Party. On the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Tendering Party shall sell such number of the Tendered Units to CAC in exchange for such CAC Shares Amount of Class B Common Shares. Notwithstanding any delay in the actual delivery of any such Class B Common Shares, the Tendering Party shall be deemed the owner of such Class B Common Shares for all purposes, including, without limitation, rights to receive dividends, and exercise rights, as of the Specified Exchange Date. (c) The Tendering Party shall submit (i) such information, certification or affidavit as CAC may reasonably require in connection with the CAC Exchange, and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in CAC’s view, to effect compliance with the Securities Act. In connection with any such CAC Exchange, the CAC Shares Amount of Class B Common Shares shall be delivered by CAC as duly authorized, validly issued, fully paid and non-assessable Class B Common Shares, free of any pledge, lien, encumbrance or restriction, other than those that would be applicable to the Class B Common Shares and the Securities Act and relevant state securities or “blue sky” laws. Class B Common Shares issued upon a CAC Exchange pursuant to this Section 7.4 may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as CAC determines to be necessary or advisable in order to ensure compliance with such laws. (d) The terms applicable to any such Class B Common Shares shall include those registration rights set forth in the registration rights agreement substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”). (e) Notwithstanding anything herein to the contrary, with respect to any CAC Exchange pursuant to this Section 7.4, no Tendering Party may effect a CAC Exchange for less than one thousand (1,000) Class B Units or, if such Tendering Party holds less than one thousand (1,000) Class B Units, all of the Class B Units held by such Tendering Party, without, in each Tendered case, the prior written consent of CAC. (f) Without limiting the foregoing, in connection with any such CAC Exchange, (a) the Managing Member shall update Schedule I hereto to reflect any CAC Exchange, (b) CAC agrees to issue the Class A Share, but only out of funds legally available therefor, subject B Common Shares pursuant to the terms CAC Exchange as set forth in this Section 7.4, and conditions of subsection C(3)(b)(c) CAC and each such Tendering Party agree to take such other actions as may be reasonably necessary to consummate the CAC Exchange.

Exchange Rights. At the option of any Holder, any such Holder may --------------- exchange all or any portion of its Registrable Securities for fully paid and nonassessable shares (acalculated as to each exchange to the nearest one-thousandth (1/1000) At of a share and rounded upward) of common stock of any time from and after Affiliate or Subsidiary of the Company that on the date of the issuance receipt of the Class A Exchange Notice has a class of capital stock registered under Section 12 of the Exchange Act or within four hundred eighty-five (485) days will have a class of capital stock so registered (any such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and such common stock of any such ---------------- Affiliate or Subsidiary will be referred to in this Agreement as "Exchange -------- Common Stock"). Each $1,000 worth of Registrable Securities (valued in the same ------------ manner as set forth in Section 5.02 on the date that the Exchange Notice was ------------ sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued in the same manner as set forth in Section 5.02 on the date that the Exchange ------------ Notice was sent). To exchange Registrable Securities into Exchange Common Stock, each holder the Holder will surrender at the principal office of one the Exchange Company the certificate or more Class A Shares (eachcertificates evidencing such Registrable Securities duly endorsed or assigned to the Company, a “Class A Shareholder”) shall have and give written notice to the right Company at such office that it elects to exchange such Registrable Securities (the “"Exchange Right”) -------- Notice"). Registrable Securities will be deemed to require have been exchanged ------ immediately prior to the Corporation to repurchase, close of business on the applicable Specified Exchange Date, all or such portion day of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) surrender for the Cash Amount exchange in accordance with the terms foregoing provisions, and conditions of this subsection C(3)(a), subject the Person or Persons entitled to receive the terms and conditions of subsection C(3)(b). Upon completion Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date Exchange Common Stock. As promptly as practicable on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchangeexchange date, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, Exchange Company will issue and deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and certificate or certificates for the number of Tendered Class A Shares. The Corporation shall pay full shares of Exchange Common Stock issuable upon exchange to the Tendering Class A ShareholderPerson or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in accordance with instructions kind or cash, as the case may be. If any Holder exchanges its Registrable Securities for shares of Exchange Common Stock pursuant to this Section 6.12, then such Holder will have all of the ------------ rights set forth in this Article VI, except that, for the Notice purposes of this ---------- Article VI, the term "Company" will refer instead to the Exchange Company and ---------- ------- the term "Registrable Securities" will refer to the shares of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)Common ---------------------- Stock held by such Holder.

Exchange Rights. (a) At any time from and after the date of the issuance of the Class A Stock, each holder of one or more Class A Shares (each, a “Class A Shareholder”) A. Each Limited Partner shall have the right (the “Exchange Right”) to require the Corporation Initial General Partner to repurchase, on the applicable Specified Exchange Date, acquire all or such a portion of the any Class A Shares Common Limited Partnership Units held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder Limited Partner (such Class A Shares Common Limited Partnership Units being hereafter referred to as “Tendered Class A Shares” and such Class A ShareholderUnits”) in exchange for REIT Shares (an “Exchange”). By execution of this Agreement, the “Tendering Class A Shareholder”) Initial General Partner expressly agrees to reserve for future issue, and to issue in exchange for Tendered Units, a sufficient number of its authorized but unissued REIT Shares to acquire Tendered Units pursuant to the Cash Amount in accordance with the terms and conditions provisions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b)Section 8.6. Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after the Specified Such Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation Initial General Partner by or on behalf of the Limited Partner who is exercising the relevant right (the “Tendering Partner”). Such Limited Partner shall have no right, with respect to any Class A Shareholder. Upon receipt by Common Limited Partnership Units so transferred, to receive any distributions paid after the Corporation Specified Exchange Date. B. The Tendering Partner effecting an Exchange shall have the right to receive, as of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash REIT Shares Amount. The REIT Shares Amount shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares, free of any pledge, lien, encumbrance or restriction, other than those provided in the Articles of Incorporation, the Securities Act of 1933, as amended (the “Securities Act”) and relevant state securities or blue sky laws. Notwithstanding any delay in such delivery (but subject to Section 8.6.C, the Tendering Partner shall be deemed the owner of such REIT Shares and rights for all purposes, including with limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. C. Notwithstanding the provisions of Section 8.6.A, 8.6.B or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect an Exchange to the extent the ownership or right to acquire REIT Shares pursuant to such Exchange by such Partner on the Specified Exchange Date would cause such Partner or any other Person to violate the restrictions on ownership and transfer of shares set forth in the Articles of Incorporation and (ii) shall have no rights under this Agreement which would otherwise be prohibited under the Articles of Incorporation. To the extent any attempted Exchange would be in violation of this Section 8.6.C, it shall be void ab initio to such extent and such Limited Partner shall not require any rights or economic interest in REIT Shares otherwise issuable upon such Exchange. D. With respect to any Exchange pursuant to this Section 8.6: (1) Concurrently with any Exchange under this Section 8.6, the Initial General Partner shall transfer all Tendered Units to the Wholly-Owned Trusts and shall allocate the Tendered Units between the Wholly-Owned Trusts in such amounts as is necessary to maintain the Percentage Interest held by the General Partner at not less than one percent. In exchange for such Tendered Units, each Wholly-Owned Trust shall issue a number of its common shares to the Initial General Partner that is equal to the number of Tendered Units transferred pursuant to such Exchange from the Initial General Partner to such Wholly-Owned Trust. All Partnership Units acquired by the General Partner pursuant to this Section 8.6 shall automatically, and without further action required, be converted into and deemed to be General Partner interests comprised of the same number of Partnership Units. Notwithstanding anything to the contrary in this Agreement, all Partnership Units acquired by the Wholly-Owned LP Trust pursuant to this Section 8.6 shall automatically, and without further action required, be converted into and deemed to be Class B Common Limited Partnership Units. (2) The consummation of such Exchange shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (3) Each Tendering Partner shall continue to own all Partnership Units subject to any Exchange and be treated as a Limited Partner with respect to each Tendered Class A Sharesuch Partnership Units for all purposes of this Agreement, but only out of funds legally available therefor, subject until such Partnership Units are transferred to the terms Wholly-Owned Trusts and conditions of subsection C(3)(b)paid for on the Specified Exchange Date.

Exchange Rights. At the option of any Holder, any such Holder may exchange its Warrant or Warrant Shares for fully paid and nonassessable shares (acalculated as to each exchange to the nearest one-thousandth (1/1000) At of a share and rounded upward) of common stock of any time from and after Affiliate or Subsidiary of the Company that on the date of the issuance receipt of the Class A Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and the common stock of such Affiliate or Subsidiary will be referred to in this Agreement as "Exchange Common Stock"). Each $1,000 worth of Warrants or Warrant Shares (valued at Fair Market Value on the date the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Common Stock, each holder the Holder will surrender at the principal office of one the Exchange Company the Warrants or more Class A certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Warrants or Warrant Shares (each, a “Class A Shareholder”) shall the "Exchange Notice"). Warrants or Warrant Shares will be deemed to have been exchanged immediately prior to the right (the “Exchange Right”) to require the Corporation to repurchase, close of business on the applicable Specified Exchange Date, all or such portion day of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) surrender for the Cash Amount exchange in accordance with the terms foregoing provisions, and conditions of this subsection C(3)(a), subject the Person or Persons entitled to receive the terms and conditions of subsection C(3)(b). Upon completion Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date Exchange Common Stock. As promptly as practicable on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchangeexchange date, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, Exchange Company will issue and deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and certificate or certificates for the number of Tendered Class A Shares. The Corporation shall pay full shares of Exchange Common Stock issuable upon exchange to the Tendering Class A ShareholderPerson or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in accordance with instructions kind or cash, as the case may be. If any Holder exchanges its Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.12, such Holder will have all of the rights set forth in this Article VII, except that for the Notice purposes of this Article VII the term "Company" will refer instead to the Exchange Company and the term "Registrable Securities" will refer to the shares of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)Common Stock held by such Holder.

Exchange Rights. (ai) At The Company hereby agrees that, at any time from and after the date of closing under this Agreement, the issuance of the Class A Stock, Buyer and each other holder of one or more Class A Shares Series G Preferred Stock (eachthe Buyer and each such other holder, a “Class A Shareholder”"Holder") shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or may exchange shares of Series G Preferred Stock for shares of Common Stock in lieu of converting such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount shares in accordance with the Certificate of Designations of the Series G Convertible Preferred Stock (the "Certificate of Designations"). The terms and conditions pursuant to which shares of Series G Preferred Stock may be exchanged for shares of Common Stock shall in all respects be identical to the terms pursuant to which such shares may be converted under the Certificate of Designations and the provisions of Section 9 of the Certificate of Designations are hereby incorporated herein by this subsection C(3)(areference as if set forth in full herein, except as set forth below: (a) the Minimum Conversion Price shall be $.01; (b) The number of trading days used in calculating the arithmetic average of the Closing Price of the Common Stock described in clause (a)(i)(z)(II)(B) of Section 9 of the Certificate of Designations shall be five (such arithmetic average is referred to herein as the "Exchange Price"); (c) each reference in the provisions of Section 9 of the Certificate of Incorporation to oconversion o or oconverto or other forms of such words shall be deemed to be a reference to oexchangeo or the appropriate form of such word; (d) each reference in the provisions of Sections 9(a), 9(b) and 9 (c) to the oConversion Amounto shall be deemed to be a reference to the oExchange Amount,o which initially shall mean $1,000.00, subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares adjustment in accordance with this subsection C(3)(aSections 9(a), 9(b) and 9(c) of the Tendering Class A Shareholder Certificate of Designations as if it were the Conversion Amount; (e) each reference in the provisions of Sections 9(a), 9(b) and 9(c) of the Certificate of Designations to the oConversion Dateo shall have no further right, with respect be deemed to any Tendered Class A Shares so repurchased, be a reference to receive any dividends on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each for purposes of BAM, BPY and BPI a written notification of this Section 4 oExchange Dateo shall mean the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in date on which the Notice of Exchange is actually received by the Company, any transfer agent for the Series G Preferred Stock or the transfer agent for the Common Stock, in case of an exchange at the option of a Holder pursuant to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(bSection 4(a).

Exchange Rights. (a) At any time from LAZ-MD Class II Interests shall be exchangeable with LAZ-MD for Lazard Group Common Interests held by LAZ-MD, on the terms, and after subject to the date of conditions, set forth in this Article VIII, at the issuance of the Class A Stock, each holder of one or more Class A Shares (each, a “Class A Shareholder”) shall have the right LAZ-MD Exchange Ratio then in effect (the “Exchange RightLAZ-MD Exchange”) to require the Corporation to repurchase), and Lazard Group Common Interests held by LAZ-MD and any Lazard Group MD Common Interests shall be exchangeable with Lazard Ltd Sub A and Lazard Ltd Sub B for shares of Lazard Ltd Common Stock, on the applicable Specified Exchange Dateterms, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered and subject to the Corporation by or on behalf of such Class A Shareholder conditions, set forth in this Article VIII, at the Lazard Group Exchange Ratio then in effect (such Class A Shares being hereafter referred to as the “Tendered Class A SharesLazard Group Exchange,” and such Class A Shareholdertogether with the LAZ-MD Exchange, the “Tendering Class A ShareholderMD Exchanges”). (b) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject Provisions that apply to the exchange of all of an Exchangeable Interest shall also apply to an exchange of a portion of an Exchangeable Interest. Each MD Exchange shall be expressed in terms and conditions of subsection C(3)(b). Upon completion of the repurchase LAZ-MD Class II Units or Lazard Group Common Units being exchanged, as applicable (with each Exchange involving the transfer of the entire Exchangeable Interest (or applicable portion thereof, including associated capital, being exchanged)). (c) A holder of a LAZ-MD Class II Interest is not entitled to any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, rights of a holder of a Lazard Group Common Interest or Lazard Ltd Common Stock with respect to any Tendered such LAZ-MD Class A Shares so repurchasedII Interest until, in the case of a Lazard Group Common Interest, such holder has exchanged its LAZ-MD Class II Interest for such Lazard Group Common Interest and only to receive any dividends on the extent that such LAZ-MD Class A Shares with II Interest shall have been exchanged for a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised Lazard Group Common Interest pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptlythis Article VIII, and, in any event within one (1) Business Day after receipt thereofthe case of Lazard Ltd Common Stock, deliver to each of BAM, BPY such holder has exchanged its Lazard Group Common Interest for such Lazard Ltd Common Stock and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay only to the Tendering Class extent that such Lazard Group Common Interest shall have been exchanged for Lazard Ltd Common Stock pursuant to this Article VIII. A Shareholder, in accordance with instructions set forth in the Notice holder of Exchange a Lazard Group Common Interest is not entitled to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount any rights of a holder of Lazard Ltd Common Stock with respect to each Tendered Class A Sharesuch Lazard Group Common Interest until such holder has exchanged its Lazard Group Common Interest for such Lazard Ltd Common Stock, but and only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)extent that such Lazard Group Common Interest shall have been exchanged for Lazard Ltd Common Stock pursuant to this Article VIII.

Exchange Rights. (a) At any time from LAZ-MD Class II Interests shall be exchangeable with LAZ-MD for Lazard Group Common Interests held by LAZ-MD, on the terms, and after subject to the date of conditions, set forth in this Article VIII, at the issuance of the Class A Stock, each holder of one or more Class A Shares (each, a “Class A Shareholder”) shall have the right LAZ-MD Exchange Ratio then in effect (the “Exchange RightLAZ-MD Exchange”) to require the Corporation to repurchase), and Lazard Group Common Interests held by LAZ-MD or any Lazard Group MD Common Interests shall be exchangeable with Lazard Ltd Sub A and Lazard Ltd Sub B for shares of Lazard Ltd Common Stock, on the applicable Specified Exchange Dateterms, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered and subject to the Corporation by or on behalf of such Class A Shareholder conditions, set forth in this Article VIII, at the Lazard Group Exchange Ratio then in effect (such Class A Shares being hereafter referred to as the “Tendered Class A SharesLazard Group Exchange,” and such Class A Shareholdertogether with the LAZ-MD Exchange, the “Tendering Class A ShareholderMD Exchanges”). (b) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject Provisions that apply to the exchange of all of an Exchangeable Interest shall also apply to an exchange of a portion of an Exchangeable Interest. Each MD Exchange shall be expressed in terms and conditions of subsection C(3)(b). Upon completion of the repurchase LAZ-MD Class II Units or Lazard Group Common Units being exchanged, as applicable (with each Exchange involving the transfer of the entire Exchangeable Interest (or applicable portion thereof, including associated capital, being exchanged)). (c) A holder of a LAZ-MD Class II Interest is not entitled to any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, rights of a holder of a Lazard Group Common Interest or Lazard Ltd Common Stock with respect to any Tendered such LAZ-MD Class A Shares so repurchasedII Interest until, in the case of a Lazard Group Common Interest, such holder has exchanged its LAZ-MD Class II Interest for such Lazard Group Common Interest and only to receive any dividends on the extent that such LAZ-MD Class A Shares with II Interest shall have been exchanged for a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised Lazard Group Common Interest pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptlythis Article VIII, and, in any event within one (1) Business Day after receipt thereofthe case of Lazard Ltd Common Stock, deliver to each of BAM, BPY such holder has exchanged its Lazard Group Common Interest for such Lazard Ltd Common Stock and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay only to the Tendering Class extent that such Lazard Group Common Interest shall have been exchanged for Lazard Ltd Common Stock pursuant to this Article VIII. A Shareholder, in accordance with instructions set forth in the Notice holder of Exchange a Lazard Group Common Interest is not entitled to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount any rights of a holder of Lazard Ltd Common Stock with respect to each Tendered Class A Sharesuch Lazard Group Common Interest until such holder has exchanged its Lazard Group Common Interest for such Lazard Ltd Common Stock, but and only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)extent that such Lazard Group Common Interest shall have been exchanged for Lazard Ltd Common Stock pursuant to this Article VIII.

Exchange Rights. At the option of any Holder, any such Holder may --------------- exchange its Warrant or Warrant Shares for fully paid and nonassessable shares (acalculated as to each exchange to the nearest one-thousandth (1/1000) At of a share and rounded upward) of common stock of any time from and after Affiliate or Subsidiary of the Company that on the date of the issuance receipt of the Class A Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (such Affiliate or Subsidiary will be Shareholder Agreement - Page 14 --------------------- referred to in this Agreement as the "Exchange Company" and the common stock ---------------- of such Affiliate or Subsidiary will be referred to in this Agreement as "Exchange Common Stock"). Each $1,000 worth of Warrants or Warrant Shares --------------------- (valued at Fair Market Value on the date the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Common Stock, each holder the Holder will surrender at the principal office of one the Exchange Company the Warrants or more Class A certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Warrants or Warrant Shares (each, a “Class A Shareholder”) shall the "Exchange Notice"). Warrants or --------------- Warrant Shares will be deemed to have been exchanged immediately prior to the right (the “Exchange Right”) to require the Corporation to repurchase, close of business on the applicable Specified Exchange Date, all or such portion day of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) surrender for the Cash Amount exchange in accordance with the terms foregoing provisions, and conditions of this subsection C(3)(a), subject the Person or Persons entitled to receive the terms and conditions of subsection C(3)(b). Upon completion Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date Exchange Common Stock. As promptly as practicable on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchangeexchange date, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, Exchange Company will issue and deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and certificate or certificates for the number of Tendered Class A Shares. The Corporation shall pay full shares of Exchange Common Stock issuable upon exchange to the Tendering Class A ShareholderPerson or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in accordance with instructions kind or cash, as the case may be. If any Holder exchanges its Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.12, such Holder ------------ will have all of the rights set forth in this Article VII except that for the Notice ----------- purposes of this Article VII the term "Company" will refer instead to the ----------- Exchange Company and the term "Registrable Securities" will refer to the shares of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)Common Stock held by such Holder.

Exchange Rights. (a) At any time from and A. On or after the date of the issuance of the Class A StockFirst Exchange Date, each holder of one or more Class A Shares (each, a “Class A Shareholder”) Non-Managing Member shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of subsection C(3)(b). Upon completion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(aCompany on the Initial Closing Date (the "First Traunch Non-Managing Member Units"), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date and on or after the Second Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Members which were issued by the Company at any time after the Initial Closing Date (the "Second Traunch Non-Managing Member Units") (all such Non-Managing Member Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Notwithstanding the foregoing, a third party lender that has acquired a Membership Interest upon the foreclosure of debt secured by such Membership Interest in accordance with Section 11.3.A hereof shall have the right to tender such Non-Managing Member Units for Exchange (subject to the terms and conditions set forth herein) and require the Managing Member to acquire all of those Non-Managing Member Units which were acquired by such lender pursuant to such foreclosure and which were issued by the Company at least one year prior to the related Specified Exchange Date applicable to such Tendered Class A Sharesregardless of whether the Second Exchange Date will have occurred by the related Specified Exchange Date. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt Managing Member by the Corporation of a Notice of Exchange, Non-Managing Member exercising the Corporation shall promptly, and, in any event within one Exchange right (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth "Tendering Party"). On the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit, and other restrictions provided in the Charter or the Bylaws of the Managing Member in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on Transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws. B. Notwithstanding anything herein to the contrary, with respect to each Tendered Class A Share, but only out any Exchange pursuant to this Section 8.6: (1) The consummation of funds legally available therefor, any Exchange shall be subject to the terms expiration or termination of the applicable waiting period, if any, under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended. (2) Each Tendering Party shall continue to own all LLC Units subject to any Exchange, and conditions be treated as a Member with respect to such LLC Units for all purposes of subsection C(3)(bthis Agreement, until such LLC Units are Transferred to the Managing Member and paid for or exchanged on the Specified Exchange Date. Until a Specified Exchange Date and an acquisition of the Tendered Units by the Managing Member pursuant to Section 8.6.A hereof, the Tendering Party shall have no rights as a shareholder of the Managing Member with respect to the REIT Shares issuable in connection with such acquisition. C. In connection with an exercise of Exchange rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Managing Member, in addition to the Notice of Exchange: (1) A written affidavit, dated the same date as, and accompanying, the Notice of Exchange, (a) disclosing the actual and Constructive Ownership, as determined for purposes of Code Sections 856(a)(6), 856(h), 856(d)(2)(b) and 856(d)(5), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Exchange, neither the Tendering Party nor any Related Party will have actual, Beneficial Ownership or Constructive Ownership of a number of REIT Shares that is in excess of the Ownership Limit; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Exchange on the Specified Exchange Date; and (3) An undertaking to certify, at and as a condition to the closing of the Exchange that either (a) the actual, Beneficial Ownership and Constructive Ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.6.C(1) or (b) after giving effect to the Exchange, neither the Tendering Party nor any Related Party shall have actual, Beneficial Ownership or Constructive Ownership of a number of REIT Shares that is in violation of the Ownership Limit. D. The number of LLC Units outstanding on the date of a distribution pursuant to Section 5.6.A(2) will be reduced on the date of the distribution (the "Reduction Date") by the aggregate number of LLC Units (the "Total Units") determined by dividing (i) the excess, if any, of (a) the aggregate amount of the distributions so made pursuant to Section 5.6.A(2) over (b) the NMM Sharing Amount divided by the aggregate of the Non-Managing Members' Percentage Interests by (ii) the Value on the Reduction Date. The Non-Managing Member Units shall be reduced (each such reduction a "Reduction") by a number of LLC Units (rounded down to the nearest whole unit) (the "Reduction Units") determined by dividing (i) the excess of (a) the aggregate amount of distributions made on the Reduction Date to Non-Managing Members and Assignees pursuant to Section 5.6.A(2), over (b) the NMM Sharing Amount by (ii) the Value on the Reduction Date. The Reduction Units shall be allocated (as closely as practicable in whole units) among the holders of Non-Managing Member Units in accordance with their respective holdings of Non-Managing Member Units. The Managing Member Units shall be reduced by a number of Managing Member Units equal to the difference between the number of Total Units and the number of Reduction Units. To reflect the foregoing reduction, each Member shall return to the Managing Member the certificate evidencing the Reduction Units allocated to him or it or the Managing Member Units so reduced which will be canceled and a new certificate evidencing the reduced number of Managing Member Units or Non-Managing Member Units shall be immediately issued to such Member by the Managing Member on behalf of the Company. In the event the number of outstanding Non-Managing Member Units held by a Non-Managing Member or Assignee is reduced (pursuant to this Section 8.6.D or otherwise) to zero, such Non-Managing Member or Assignee shall cease to have an interest in the Company (other than the right to receive final distributions and allocations resulting from the liquidation of their interest).

Exchange Rights. (a) At Subject to the provisions of the Indenture, the holder of this Security has the right, at his option, at any time or from time to time on or after September 28, 1997 until and including, but not after the close of business on, the date of final maturity of this Security (except that, in case this Security or a portion hereof shall be called for redemption and the issuance Company shall not thereafter default in making due provision for the payment of the Class A Stockredemption price, each holder of one or more Class A Shares (each, a “Class A Shareholder”) such right shall have the right (the “Exchange Right”) terminate with respect to require the Corporation to repurchase, on the applicable Specified Exchange Date, all this Security or such portion hereof at the close of business on the Class A Shares held by such Class A Shareholder specified last business day preceding the date fixed for redemption or, in case this Security or a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) portion hereof shall be called for the Cash Amount redemption in accordance with Section 11.11 of the terms Indenture and conditions the Company shall not thereafter default in making due provision for the payment of the redemption price, such right shall terminate with respect to this Security or such portion hereof at the close of business on the last business day preceding the fifteenth day after the mailing of the notice of redemption), to exchange the principal of this subsection C(3)(aSecurity, or any portion thereof which is $1,000 or a multiple of $1,000, into fully paid and non-assessable Vencor Common Shares, as said shares shall be constituted at the date of exchange (or such other securities or property or cash as shall be added to such Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in the Indenture), at the Exchange Rate of ____________ Vencor Common Shares (or such other securities, property or cash) for each $1,000 principal amount of the Securities (the "Exchange Rate") or at the adjusted Exchange Rate in effect at the date of exchange if an adjustment has been made, determined as provided in the Indenture, upon surrender of this Security to the Company at the office or agency of the Company maintained for the purpose in the Borough of Manhattan, The City of New York, together with a fully executed notice substantially in the form entitled "Exchange Notice" appearing below that the holder elects so to exchange this Security (or any portion hereof which is an integral multiple of $1,000); provided that the Company may, in lieu of delivering Vencor Common Shares in exchange for this Security, elect to pay the holder hereof an amount in cash equal to the Market Price (as of the date of receipt at such office or agency of such notice of exchange) as defined in the Indenture of such Vencor Common Shares into which this Security (or any portion hereof which is an integral multiple of $1,000 which the holder elects to exchange) is exchangeable, plus any securities, property or cash theretofore apportioned to such Vencor Common Shares, subject to certain conditions as more fully described in the terms and conditions Indenture. Except as expressly provided in the Indenture, no payment or adjustment shall be made on account of subsection C(3)(b). Upon completion of the repurchase interest accrued on this Security (or portion thereof) so exchanged or on account of any Tendered Class A Shares dividend or distribution on any such shares of common stock of Vencor Power Company issued upon exchange. If so required by the Company or the Trustee, this Security, upon surrender for exchange as aforesaid, shall be duly endorsed by, or be accompanied by instruments of transfer, in accordance with this subsection C(3)(a)form satisfactory to the Company, duly executed by, the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on holder or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shareshis duly authorized attorney. The Corporation shall pay Exchange Rate from time to the Tendering Class A Shareholder, time in accordance with instructions set forth effect is subject to adjustment as provided in the Notice of Exchange to the Tendering Class A Shareholder, at Indenture. No fractional interest in Vencor Common Shares (or prior to 11:00 a.m., New York City time, other securities) will be issued on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Shareexchange, but only out of funds legally available therefor, subject to an adjustment in cash will be made for any fractional interest as provided in the terms and conditions of subsection C(3)(b)Indenture.

Exchange Rights. a. Subject to the provisions of this Section 2, the Issuer, at its option, in connection with the Reorganization Transaction may distribute to the Stockholders in exchange for the Common Stock held thereby a number of shares of Exchange Common Stock determined by multiplying the number of such shares of Common Stock by the Exchange Ratio; provided that if the Initial Public Offering of Weekly Reader or the Reorganization Transaction is not consummated within ten business days after such exchange then the Exchange Common Stock will be converted back to Common Stock using the inverse of the Exchange Ratio used for the initial exchange and the Issuer shall then have the same rights to cause the Common Stock to be exchanged for Exchange Common Stock as prior to such exchange, and such shares of Common Stock shall have been deemed to have been outstanding as if such shares had never been exchanged for such Exchange Common Stock for all purposes, including with respect to dividends and other distributions payable with respect to the Issuer's Common Stock. Dividends on Common Stock exchanged for Weekly Reader Class A Non-Voting Common Stock which have been declared but have not been paid as of the Exchange Date shall be deemed to have accrued on the Exchange Common Stock in equivalent adjusted amounts. (ai) At any time In the event of an exchange pursuant to Section 2(a) of the Common Stock for Exchange Common Stock, notice of such exchange specifying the Exchange Date therefor shall be given to the Stockholders not less than 10 nor more than 60 days prior to the Exchange Date. (ii) Notice having been given as aforesaid, from and after the date Exchange Date (unless default shall be made by Weekly Reader issuing Exchange Common Stock or by the Issuer in distributing Exchange Common Stock, as applicable, in exchange for Common Stock), all rights of the Stockholders as stockholders or members of the Issuer (except the right to receive the Exchange Common Stock) shall cease. The exchange shall be deemed to have been effected immediately after the close of business on the Exchange Date, and the Stockholder(s) in whose names the Exchange Common Stock shall be issuable upon such exchange shall be deemed to have become the Holders of record of the Exchange Common Stock represented thereby at such time on the Exchange Date. If the Issuer causes new shares of Weekly Reader Class A Non-Voting Common Stock to be issued to Stockholders in connection with such exchange in lieu of exchanging such shares for existing shares of Exchange Common Stock, then the Exchange Ratio shall be adjusted so that after giving effect to such new issuance of shares of Exchange Common Stock, the Holders of Exchange Common Stock are in the same economic position as they would have been had no new shares of Exchange Common Stock been issued. (iii) Prior to the issuance of the Class A StockExchange Common Stock by Weekly Reader and the delivery thereof by Weekly Reader or the Issuer, each holder of one or more Class A Shares (eachas the case may be, a “Class A Shareholder”) Weekly Reader and the Issuer shall have the right (the “Exchange Right”) comply with all applicable Federal and state laws and regulations which require action to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held be taken by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, them with respect to any Tendered such issuance and delivery (it being understood that neither Weekly Reader nor the Issuer shall be required to file a registration statement covering such shares with the SEC). Holders of Common Stock will be able to exchange their Weekly Reader Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after Non-Voting Common Stock for Exchange Common Stock only if the Specified Exchange Date applicable to exchange of such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to securities is exempt from the Corporation by or on behalf registration requirements of the Tendering Class A Shareholder. Upon receipt by Act, and such securities are qualified for sale or exempt from qualification under the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification applicable securities laws of the Corporation’s receipt states in which the various Holders of such Notice of Exchange setting forth the identity securities reside. c. Weekly Reader will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the Tendering Class A Shareholder and issuance or delivery of certificates evidencing the number of Tendered Class A Shares. The Corporation shall pay Exchange Common Stock other than those resulting from transfers to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)third parties.

Exchange Rights. At the option of any Holder, any such Holder may exchange its Priority Warrant or Warrant Shares for fully paid and nonassessable shares (acalculated as to each exchange to the nearest one-thousandth (1/1000) At of a share and rounded upward) of common stock of any time from and after Affiliate or Subsidiary of the Company that on the date of the issuance receipt of the Class A Exchange Notice has a class of capital stock registered under section 12 of the Exchange Act or within one year and 120 days will have a class of capital stock so registered (not subject to an effective stock pledge to an agent for the benefit of the Senior Lenders) (such Affiliate or Subsidiary will be referred to in this Agreement as the "Exchange Company" and the common stock of such Affiliate or Subsidiary will be referred to in this Agreement as "Exchange Common Stock"). Each $1,000 worth of Priority Warrants or Warrant Shares (valued at Fair Market Value on the date the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Common Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Priority Warrants or Warrant Shares into Exchange Common Stock, each holder the Holder will surrender at the principal office of one the Exchange Company the Priority Warrants or more Class A certificate or certificates evidencing the Warrant Shares duly endorsed or assigned to the Company, and give written notice to the Company at such office that it elects to exchange such Priority Warrants or Warrant Shares (each, a “Class A Shareholder”) shall the "Exchange Notice"). Priority Warrants or Warrant Shares will be deemed to have been exchanged immediately prior to the right (the “Exchange Right”) to require the Corporation to repurchase, close of business on the applicable Specified Exchange Date, all or such portion day of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) surrender for the Cash Amount exchange in accordance with the terms foregoing provisions, and conditions of this subsection C(3)(a), subject the Person or Persons entitled to receive the terms and conditions of subsection C(3)(b). Upon completion Exchange Common Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date Exchange Common Stock. As promptly as practicable on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchangeexchange date, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, Exchange Company will issue and deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and certificate or certificates for the number of Tendered Class A Shares. The Corporation shall pay full shares of Exchange Common Stock issuable upon exchange to the Tendering Class A ShareholderPerson or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in accordance with instructions kind or cash, as the case may be. If any Holder exchanges its Priority Warrants or Warrant Shares for shares of Exchange Common Stock pursuant to this Section 7.12, such Holder will have all of the rights set forth in this Article VII, except that for the Notice purposes of this Article VII the term "Company" will refer instead to the Exchange Company and the term "Registrable Securities" will refer to the shares of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)Common Stock held by such Holder.

Exchange Rights. (a) At any time from and A. On or after the date of one year after the issuance of the Class A StockEffective Date, each holder of one or more Class A Shares (each, a “Class A Shareholder”) Non- Managing Member shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion set forth herein) to require the Managing Member to acquire all or a portion of the repurchase Non-Managing Member Units held by such Non-Managing Member (such Non-Managing Member Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of any Tendered Class A and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares in accordance with this subsection C(3)(a), equal to the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A REIT Shares so repurchased, to receive any dividends Amount payable on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A SharesDate. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation Managing Member by the Non-Managing Member exercising the Exchange right (the "Tendering Party"). No Tendering Party shall be entitled to tender Non-Managing Member Units pursuant hereto for exchange on a Specified Exchange Date in an amount less than the lesser of (i) 1,000 Non-Managing Member Units, or on behalf (ii) all of the Tendering Class A Shareholder. Upon receipt Non-Managing Member Units then owned by the Corporation of a Notice of Exchange, Tendering Party. On the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for resale by the Tendering Party under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and, in the event the REIT Shares issuable upon such Exchange are not registered for resale by the Tendering Party under the Securities Act, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for resale by the Tendering Party under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws. B. Notwithstanding the provisions of Section 8.6.A hereof, no Non- Managing Member shall have any right to tender for Exchange (whether for the REIT Shares Amount or the Cash Amount) any Excess LLC Units held by such Non- Managing Member. The Managing Member shall have no obligation to acquire Excess LLC Units, whether for the REIT Shares Amount or the Cash Amount. C. Notwithstanding anything herein to the contrary, with respect to any Exchange pursuant to this Section 8.6 each Tendered Class A Share, but only out of funds legally available therefor, Tendering Party shall continue to own all LLC Units subject to any Exchange, and be treated as a Member with respect to such LLC Units for all purposes of this Agreement, until such LLC Units are transferred to the terms Managing Member and conditions paid for or exchanged on the Specified Exchange Date. Until a Specified Exchange Date and an acquisition of subsection C(3)(bthe Tendered Units by the Managing Member pursuant to Section 8.6.A hereof, the Tendering Party shall have no rights as a shareholder of the Managing Member with respect to the REIT Shares issuable in connection with such acquisition. D. In connection with an exercise of Exchange rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Managing Member, in addition to the Notice of Exchange: (1) A written affidavit, dated the same date as, and accompanying, the Notice of Exchange, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6), 856(h), 856(d)(2)(b) and 856(d)(5), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Exchange, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Exchange on the Specified Exchange Date; and (3) An undertaking to certify, at and as a condition to the closing of the Exchange that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.6.D(1) or (b) after giving effect to the Exchange, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit.

Exchange Rights. (a) At any time from and A. On or after the date of the issuance of the Class A StockFirst Exchange Date, each holder of one or more Class A Shares (each, a “Class A Shareholder”) Non-Managing Member shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of subsection C(3)(b). Upon completion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(aCompany on the Initial Closing Date (the “First Traunch Non-Managing Member Units”), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date and on or after the Second Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Members which were issued by the Company at any time after the Initial Closing Date (the “Second Traunch Non-Managing Member Units”) (all such Non-Managing Member Units being hereafter called “Tendered Units”) in exchange (an “Exchange”) for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Notwithstanding the foregoing, a third party lender that has acquired a Membership Interest upon the foreclosure of debt secured by such Membership Interest in accordance with Section 11.3.A hereof shall have the right to tender such Non-Managing Member Units for Exchange (subject to the terms and conditions set forth herein) and require the Managing Member to acquire all of those Non-Managing Member Units which were acquired by such lender pursuant to such foreclosure and which were issued by the Company at least one year prior to the related Specified Exchange Date applicable to such Tendered Class A Sharesregardless of whether the Second Exchange Date will have occurred by the related Specified Exchange Date. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt Managing Member by the Corporation of a Notice of Exchange, Non-Managing Member exercising the Corporation shall promptly, and, in any event within one Exchange right (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth “Tendering Party”). On the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member’s view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member’s sole discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit, and other restrictions provided in the Charter or the Bylaws of the Managing Member in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, the Securities Act and relevant state securities or “blue sky” laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on Transfer or ownership to protect the Managing Member’s tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws. B. Notwithstanding anything herein to the contrary, with respect to each Tendered Class A Share, but only out any Exchange pursuant to this Section 8.6: (1) The consummation of funds legally available therefor, any Exchange shall be subject to the terms expiration or termination of the applicable waiting period, if any, under the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended. (2) Each Tendering Party shall continue to own all LLC Units subject to any Exchange, and conditions be treated as a Member with respect to such LLC Units for all purposes of subsection C(3)(bthis Agreement, until such LLC Units are Transferred to the Managing Member and paid for or exchanged on the Specified Exchange Date. Until a Specified Exchange Date and an acquisition of the Tendered Units by the Managing Member pursuant to Section 8.6.A hereof, the Tendering Party shall have no rights as a shareholder of the Managing Member with respect to the REIT Shares issuable in connection with such acquisition. C. In connection with an exercise of Exchange rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Managing Member, in addition to the Notice of Exchange: (1) A written affidavit, dated the same date as, and accompanying, the Notice of Exchange, (a) disclosing the actual and Constructive Ownership, as determined for purposes of Code Sections 856(a)(6), 856(h), 856(d)(2)(b) and 856(d)(5), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Exchange, neither the Tendering Party nor any Related Party will have actual, Beneficial Ownership or Constructive Ownership of a number of REIT Shares that is in excess of the Ownership Limit; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Exchange on the Specified Exchange Date; and (3) An undertaking to certify, at and as a condition to the closing of the Exchange that either (a) the actual, Beneficial Ownership and Constructive Ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.6.C(1) or (b) after giving effect to the Exchange, neither the Tendering Party nor any Related Party shall have actual, Beneficial Ownership or Constructive Ownership of a number of REIT Shares that is in violation of the Ownership Limit. D. The number of LLC Units outstanding on the date of a distribution pursuant to Section 5.6.A(2) will be reduced on the date of the distribution (the “Reduction Date”) by the aggregate number of LLC Units (the “Total Units”) determined by dividing (i) the excess, if any, of (a) the aggregate amount of the distributions so made pursuant to Section 5.6.A(2) over (b) the NMM Sharing Amount divided by the aggregate of the Non-Managing Members’ Percentage Interests by (ii) the Value on the Reduction Date. The Non-Managing Member Units shall be reduced (each such reduction a “Reduction”) by a number of LLC Units (rounded down to the nearest whole unit) (the “Reduction Units”) determined by dividing (i) the excess of (a) the aggregate amount of distributions made on the Reduction Date to Non-Managing Members and Assignees pursuant to Section 5.6.A(2), over (b) the NMM Sharing Amount by (ii) the Value on the Reduction Date. The Reduction Units shall be allocated (as closely as practicable in whole units) among the holders of Non-Managing Member Units in accordance with their respective holdings of Non-Managing Member Units. The Managing Member Units shall be reduced by a number of Managing Member Units equal to the difference between the number of Total Units and the number of Reduction Units. To reflect the foregoing reduction, each Member shall return to the Managing Member the certificate evidencing the Reduction Units allocated to him or it or the Managing Member Units so reduced which will be canceled and a new certificate evidencing the reduced number of Managing Member Units or Non-Managing Member Units shall be immediately issued to such Member by the Managing Member on behalf of the Company. In the event the number of outstanding Non-Managing Member Units held by a Non-Managing Member or Assignee is reduced (pursuant to this Section 8.6.D or otherwise) to zero, such Non-Managing Member or Assignee shall cease to have an interest in the Company (other than the right to receive final distributions and allocations resulting from the liquidation of their interest).

Exchange Rights. (a) At Notwithstanding the restrictions set forth in Section 4 hereof, at any time from and after the date expiration of the issuance Restriction Period and subject to the further provisions of the Class A Stock, this Section 5, (i) each holder of one or more Class A Exchangeable Shares (each, a “Class A Shareholder”) shall have the right to sell (the “Exchange Right”"Class A Put Option") a Class A Exchangeable Share to require Delco in exchange, subject to adjustments as provided in the Corporation Articles of Amendment, for one Delco Class A Common Share for each Class A Exchangeable Share; and (ii) each holder of Class B Exchangeable Shares shall have the right to repurchasesell (the "Class B Put Option") two Class B Exchangeable Shares to Delco in exchange, on subject to adjustments as provided in the applicable Specified Exchange DateArticles of Amendments, all or such portion for one Delco Class A Common Share. The Class A Put Option and the Class B Put Option are sometimes collectively referred to as the "Put Options." (b) the Put Options are exercisable by delivery to Delco of the notice (the "Put Notice") in the form attached hereto as Exhibit 5(b). (c) The exercise of the Put Options is further conditioned upon the delivery by the exercising Telefficiency Shareholder to Delco of (i) the certificate(s) representing the Class A Exchangeable Shares and Class B Exchangeable Shares which are the subject of the Put Options, and (ii) as well as the certificate(s) representing one Delco B Common Share for (i) in the case of Class A Exchangeable Shares, every one Class A Exchangeable Share tendered and (ii) in the case of the Class A B Exchangeable Shares, every two Class B Exchangeable Shares held by tendered. All such certificates shall be duly endorsed, in blank, for transfer. Within 10 business days of receipt the Put Notice and all requisite certificates, Delco will issue the Delco Class A Shareholder specified in a Notice of Exchange delivered Common Shares to the Corporation by or on behalf of such exercising Telefficiency Shareholders. The Delco Class A Shareholder (such Class A B Common Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject transferred pursuant to the terms and conditions exercise of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right Put Options shall be exercised pursuant to a Notice of Exchange delivered restored to the Corporation by or on behalf status of the Tendering authorized and unissued Delco Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A B Common Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b).

Exchange Rights. (a) At the option of any Holder at any time from prior to the consummation of an Initial Public Offering of the Company, any such Holder may exchange its Warrants or Warrant Shares for fully paid and after nonassessable shares (calculated as to each exchange to the nearest 1/10,000 of a share and rounded upward to the next 1/10,000) of any class of capital stock of any Subsidiary of the Company that on the date of the issuance receipt of the Class A Exchange Notice has a class of capital stock which is publicly traded (any such Subsidiary will be referred to in this Agreement as the “Exchange Company” and the class of capital stock of any such Subsidiary which is publicly traded will be referred to in this Agreement as “Exchange Stock”). Each $1,000 worth of Warrants or Warrant Shares (valued at Fair Market Value on the date that the Exchange Notice was sent), will be exchangeable for $1,000 worth of Exchange Stock (valued at Fair Market Value on the date that the Exchange Notice was sent). To exchange Warrants or Warrant Shares into Exchange Stock, each holder the Holder will surrender at the principal office of one the Exchange Company the Warrants or more Class A certificate or certificates evidencing the Warrant Shares (eachduly endorsed or assigned to the Company, a “Class A Shareholder”) shall have and give written notice to the right Company at such office that it elects to exchange such Warrants or Warrant Shares (the “Exchange RightNotice”) ). Warrants or Warrant Shares will be deemed to require have been exchanged immediately prior to the Corporation to repurchase, close of business on the applicable Specified Exchange Date, all or such portion day of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) surrender for the Cash Amount exchange in accordance with the terms foregoing provisions, and conditions of this subsection C(3)(a), subject the Person or Persons entitled to receive the terms and conditions of subsection C(3)(b). Upon completion Exchange Stock issuable upon any such exchange will thereupon be treated for all purposes as the record holder or holders of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date Exchange Stock. As promptly as practicable on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchangeexchange date, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, Exchange Company will issue and deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and certificate or certificates for the number of Tendered Class A Shares. The Corporation shall pay full shares of Exchange Stock issuable upon exchange to the Tendering Class A ShareholderPerson or Persons entitled to receive such shares. Upon exchange of any Issued Warrant Shares, the Company will pay or make with respect to Issued Warrant Shares any dividends or other distributions that have been declared on the Warrant Shares in accordance with instructions kind or cash (including without limitation the Dilution Fee described in Section 2.09 of this Agreement), as the case may be. If any Holder exchanges its Warrants or Warrant Shares for shares of Exchange Stock pursuant to this Section 2.08, such Holder will have all of the rights set forth in this Article II, except that for the Notice purposes of this Article II the term “Company” will refer instead to the Exchange Company and the term “Registrable Securities” will refer to the shares of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)Stock held by such Holder.

Exchange Rights. (a) At 2.1 If a Registration Statement with respect to an IPO has been declared effective by the Commission, each Investor shall have the right at any time and from and time to time on or after the date fifth anniversary of the issuance initial closing of the Private Placement (the “First Closing”) to cause the Company to exchange (an “Exchange”) all or a portion of its Class A Stock, each holder of one or more Class A N Shares (each, a the “Tendered Class A ShareholderN Shares”) for the IPO Common Shares Amount. The Investor who is exercising its exchange right pursuant to this Section 2.1 (the “Exchanging Stockholder”) shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A N Shares so repurchasedexchanged, to receive any dividends on Class A Shares with a Record Date distributions paid on or after the Specified Exchange Date applicable to such Tendered Class A SharesDate. Any Exchange Right shall be exercised pursuant to a Notice of Exchange in the form attached hereto as Exhibit A, which shall, among other things, specify the class of IPO Common Shares the Investor elects to receive in the Exchange, delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt Company by the Corporation of Exchanging Stockholder. 2.2 Notwithstanding Section 2.1 above, if an Investor has delivered to the Company a Notice of Exchange, Exchange then the Corporation shall promptly, andCompany may, in any event within one its sole and absolute discretion, elect to assume and satisfy the Company’s Exchange obligation and acquire some or all of the Tendered Class N Shares from the Exchanging Stockholder in exchange for the Cash Amount (1) as of the Specified Exchange Date). The Company shall give such Exchanging Stockholder written notice of its election on or before the close of business on the tenth Business Day after its receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt Notice of Exchange. The Cash Amount shall be payable to the Exchanging Stockholder by the Specified Exchange Date. 2.3 The IPO Common Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable IPO Common Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter or the Bylaws of the Company, the Securities Act, relevant state securities or blue sky laws and this Agreement. Notwithstanding any delay in such delivery (but subject to Section 2.5), the Exchanging Stockholder shall be deemed the owner of such Notice of Exchange setting forth the identity IPO Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Tendering Specified Exchange Date. In addition, the IPO Common Shares for which the Tendered Class A Shareholder N Shares might be exchanged shall, if the Tendered Class N Shares are certificated, also bear such restrictive legends that the Company determines are appropriate to xxxx transfer, ownership or other restrictions and limitations applicable to the IPO Common Shares. The Company shall pay by the Specified Exchange Date any cash proceeds to the Exchanging Stockholder representing the difference between the NAV of the Class N Shares exchanged and the NAV of the IPO Common Shares received by the Exchanging Stockholder due to the Company’s determination not to issue fractional IPO Common Shares, which determination shall be in the Company’s sole and absolute discretion. 2.4 Each Investor covenants and agrees with the Company that all Tendered Class N Shares shall be delivered to the Company free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Class N Shares, the Company shall be under no obligation to acquire or Exchange the same. Each Investor further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Class N Shares to the Company (or its designee), such Investor shall assume and pay such transfer tax. 2.5 Notwithstanding any other provision of this Agreement, (i) an Investor shall not be entitled to effect an Exchange of Tendered Class N Shares to the extent the ownership or right to receive IPO Common Shares (or the applicable Cash Amount) pursuant to such Exchange could cause such Investor or any other Person to violate the restrictions on ownership and transfer of the Company’s common stock set forth in the Charter (as modified by any waiver to the application of such restrictions that the Company’s board of directors, in its sole discretion, may grant from time to time, including the waiver granted by the Company’s board of directors pursuant to the Request to Waive Stock Ownership Limit Letter, to be delivered prior to the Initial Closing (as defined in the Subscription Agreement), between Massachusetts Mutual Life Insurance Company and the Company) (the “Ownership Restrictions”) and shall have no rights under this Agreement to acquire IPO Common Shares which would otherwise be prohibited by the Ownership Restrictions, and (ii) any attempted Exchange of Tendered Class N Shares that would be in violation of the Ownership Restrictions shall be null and void ab initio. 2.6 Notwithstanding anything herein to the contrary, (i) without the consent of the Company, each Investor may effect an Exchange only one time in each fiscal quarter; (ii) without the consent of the Company, each Investor may not effect an Exchange for less than a number of Tendered Class A N Shares with an aggregate NAV of $20 million, based on the Company’s most recently available month-end NAV per share information or, if the Investor holds less than such number of Class N Shares. The Corporation , all of the Class N Shares held by such Investor; (iii) without the consent of the Company, each Investor may not effect an Exchange during the period after the record date with respect to a distribution on the Class N Shares and before the record date established by the Company for a distribution in respect of the IPO Common Shares to its stockholders of some or all of its portion of such distribution, provided the duration of such period shall pay not exceed 30 calendar days; (iv) the consummation of any Exchange (for IPO Common Shares or the applicable Cash Amount) shall be subject to the Tendering expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended; and (v) each Exchanging Stockholder shall continue to own all Class A ShareholderN Shares subject to any Exchange, in accordance and be treated as an owner with instructions set forth in the Notice of Exchange respect to such Class N Shares, until such Class N Shares are transferred to the Tendering Class A ShareholderCompany and exchanged for IPO Common Shares or the applicable Cash Amount, at or prior to 11:00 a.m., New York City timeas applicable, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b).

Exchange Rights. (a) At any time from Each Limited Partner, other than the Special Limited Partner and after the date of the issuance of the Class A StockKRF Persons, each holder of one or more Class A Shares (each, a “Class A Shareholder”) shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion set forth herein and to the provisions of the repurchase of applicable Designation Instrument and any Tendered Class A Shares in accordance with this subsection C(3)(a), agreement between the Tendering Class A Shareholder shall have no further right, Partnership and such Limited Partner with respect to any Tendered Class A Shares so repurchasedthe Partnership Units held by it, the "EXCHANGE RIGHT") to receive any dividends on Class A Shares with require the Partnership to acquire all or a Record Date on or after portion of the Specified Exchange Date applicable Limited Partner Units held by such Limited Partner (such Limited Partner Units being hereafter "TENDERED UNITS"), in exchange for the Cash Amount to be paid by the Partnership provided that such Tendered Class A SharesPartnership Units have been outstanding for at least one year. Any Exchange Right shall be exercised pursuant to a Notice of Exercise of Exchange Right delivered to the Corporation Partnership (with a copy to the Special Limited Partner) by the Limited Partner who is exercising its rights hereunder (the "EXCHANGING PARTNER"). (b) Notwithstanding the provisions of Section 8.6(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 Exercise of Exchange Right to the Special Limited Partner, and the Special Limited 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 Special Limited Partner (in its sole and absolute discretion), on behalf the Specified Exchange Date, whereupon the Special Limited 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 Tendering Class A Shareholderowner of such Partnership Units. Upon If the Special Limited Partner shall elect to exercise its right to purchase Partnership Units under this Section 8.6(b) with respect to a Notice of Exercise of Exchange Right, it shall, subject to Section 8.6(d)(4) hereof, so notify the Exchanging Partner within five Business Days after the receipt by the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt Special Limited Partner of such Notice of Exercise of Exchange setting forth Right. Unless the identity Special Limited Partner (in its sole and absolute discretion) shall exercise its right to purchase Partnership Units from the Exchanging Partner pursuant to this Section 8.6(b), the Special Limited Partner shall have no obligation to the Exchanging Partner or the Partnership with respect to the Exchanging Partner's exercise of the Tendering Class A Shareholder Exchange Right. In the event the Special Limited 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 8.6(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 Special Limited Partner, as the case may be, shall treat the transaction between the Special Limited Partner and the Exchanging Partner for federal income tax purposes as a sale of the Exchanging Partner's Partnership Units to the Special Limited Partner. Each Exchanging Partner agrees to execute such documents as the Special Limited Partner may reasonably require in connection with the issuance of REIT Common Shares, Series A Preferred Shares or Other Preferred Shares, as applicable, upon exercise of the Exchange Right. The REIT Shares Amount receivable hereunder shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Common Shares, Series A Preferred Shares or Other Preferred Shares, as applicable, and, if applicable, common rights (as defined in the definition of REIT Common Shares Amount) or preferred rights (as defined in the definition of Preferred Shares Amount), free of any pledge, lien, encumbrance or restriction, other than those provided in the Certificate of Incorporation, the Bylaws of the Special Limited Partner, the Securities Act and relevant state securities or blue sky laws. Notwithstanding any delay in such delivery, the Exchanging Partner shall be deemed the owner of the REIT Common Shares, Series A Preferred Shares or Other Preferred Shares, as applicable, issued to it hereunder and the rights associated therewith for all purposes, including, without limitation, rights to vote, consent, receive dividends and to exercise rights, as of the Specified Exchange Date. In addition, the Exchanging Partner may be granted registration rights with respect to such REIT Common Shares, Series A Preferred Shares or Other Preferred Shares, as applicable, by the Special Limited Partner to the extent deemed reasonable and appropriate by the Special Limited Partner in its sole discretion. (c) Any Cash Amount to be paid to an Exchanging Partner pursuant to this Section 8.6 shall be paid on the Specified Exchange Date; provided, however, that the Special Limited Partner may elect to cause the Specified Exchange Date to be delayed for up to an additional 180 days to the extent required for the Special Limited Partner to cause additional shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the Special Limited 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. (d) Notwithstanding anything herein to the contrary, with respect to any exchange pursuant to this Section 8.6: (1) All Limited Partner Units acquired by the Special Limited Partner pursuant to such exchange shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number of Tendered Class A Shares. The Corporation shall pay Limited Partner Units of the same class or series. (2) Subject to the Tendering Class A ShareholderOwnership Limit, no Limited Partner may exercise an Exchange Right for less than _______ Limited Partner Units or, if such Limited Partner holds less than _______ Limited Partner Units, all of the Limited Partner Units held by such Limited Partner. (3) Each Limited Partner (a) may exercise an Exchange Right only once in accordance each Twelve-Month Period, and (b) may not exercise an Exchange Right during the period after the Partnership Record Date with instructions set forth in respect to a distribution and before the Notice record date established by the Special Limited Partner for a distribution to its stockholders of Exchange some or all of its portion of such distribution. (4) The consummation of an exchange pursuant to this Section 8.6 shall be subject to the Tendering Class A Shareholderexpiration or termination of the applicable waiting period, at if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (5) Each Exchanging Partner shall continue to own all Limited Partner Units subject to any exchange pursuant to this Section 8.6, and be treated as a Limited Partner with respect to such Limited Partner Units for all purposes of this Agreement, until such Limited Partner Units are transferred to the Partnership or prior to 11:00 a.m., New York City time, the Special Limited Partner and paid for on the applicable Specified Exchange Date. Until a Specified Exchange Date, the Cash Amount Exchanging Partner shall have no rights as a stockholder of the Special Limited Partner with respect to any REIT Common Shares, Series A Preferred Shares or Other Preferred Shares to be received in such exchange. (6) The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Limited Partner's Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Limited Partner, the Cash Amount or the REIT Shares Amount, as applicable, shall be paid by the Partnership or the Special Limited Partner directly to such Assignee and not to such Limited Partner. (e) In connection with an exercise of its rights pursuant to this Section 8.6, each Exchanging Partner shall submit the following, in addition to the Notice of Exercise of Exchange Right: (1) An affidavit, dated the same date as the Notice of Exercise of Exchange Right, disclosing the Beneficial Ownership by such Partner of REIT Common Shares, Series A Preferred Shares and any Other Preferred Shares, and a representation in writing that neither such Partner, nor any Person whose Beneficial Ownership of REIT Common Shares, Series A Preferred Shares or any Other Preferred Shares is or could be treated as shares Beneficially Owned by such Partner, has any intention as of such date of acquiring or otherwise 51 Beneficially Owning additional REIT Common Shares, Series A Preferred Shares or any Other Preferred Shares, between the date of the Notice of Exercise of Exchange Right and the Specified Exchange Date. (2) On the Specified Exchange Date, the Exchanging Partner shall certify (i) that the Beneficial Ownership of REIT Common Shares, Series A Preferred Shares and any Other Preferred Shares by such Partner remains unchanged from the affidavit described above in (1) or (ii), if such ownership has changed, the Exchanging Partner shall certify that it will not and will not be deemed to own REIT Common Shares, Series A Preferred Shares or any Other Preferred Shares of the Special Limited Partner in violation of the Ownership Limit, (ii) that all Tendered Class A ShareUnits shall be delivered to the Special Limited Partner free and clear of all liens and, but only out of funds legally available therefornotwithstanding anything herein contained to the contrary, the Special Limited Partner shall not be under any obligation to acquire Tendered Units that are or may be subject to any liens, and (iii) that in the terms event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units, such Partner shall assume and conditions pay such transfer tax. (f) Notwithstanding any other provision of subsection C(3)(b)this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Exchange Right as and if deemed necessary to ensure that the Partnership does not constitute a "publicly traded partnership" under Section 7704 of the Code.

Exchange Rights. (ai) At Subject to the provisions of this Section 2, each Holder of the Unit Common Stock, at its option, may at any time on any Business Day in connection with the Initial Public Offering of Weekly Reader cause the Company (if such exchange shall occur in connection with a Reorganization Transaction) or Weekly Reader in any other case to exchange all, but not less than all, outstanding shares of Unit Common Stock owned by such Holder for a number of shares of Weekly Reader Class A Non-Voting Common Stock then owned by the Company (if such exchange shall occur in connection with a Reorganization Transaction) or Weekly Reader in any other case determined by multiplying the number of such Holder's shares of Unit Common Stock by the Exchange Ratio. Dividends on Unit Common Stock exchanged for Weekly Reader Class A Non-Voting Common Stock which have been declared but have not been paid as of the date of exchange (the "EXCHANGE DATE") shall be deemed to have accrued on the Exchange Common Stock in equivalent adjusted amounts. (ii) Subject to the provisions of this Section 2, the Company, at its option, in connection with the Reorganization Transaction may distribute to the Holders of Unit Common Stock in exchange for such stock a number of shares of Weekly Reader Class A Non-Voting Common Stock determined by multiplying the number of such shares of Unit Common Stock by the Exchange Ratio; PROVIDED that if the Initial Public Offering of Weekly Reader or the Reorganization Transaction is not consummated within ten business days after such exchange then the Exchange Common Stock will be converted back to Unit Common Stock using the inverse of the Exchange Ratio used for the initial exchange and the Company and the Holders shall then have the same rights to cause the Unit of Common Stock to be exchanged for Exchange Common Stock as prior to such exchange, and such shares of Unit Common Stock shall have been deemed to have been outstanding as if such shares had never been exchanged for such Exchange Common Stock for all purposes, including with respect to dividends and other distributions payable with respect to the Company's Common Stock. Dividends on Unit Common Stock exchanged for Weekly Reader Class A Non-Voting Common Stock which have been declared but have not been paid as of the Exchange Date shall be deemed to have accrued on the Exchange Common Stock in equivalent adjusted amounts. (i) In the event of an exchange pursuant to Section 2(a) of the Unit Common Stock for Exchange Common Stock, notice of such exchange specifying the Exchange Date therefor shall be given (x) if at the option of a Holder of Unit Common Stock, to the Company and Weekly Reader, not less than 30 days nor more than 60 days prior to the Exchange Date or (y) if at the option of the Company, to the Holders of Unit Common Stock not less than 10 nor more than 60 days prior to the Exchange Date. (ii) Notice having been given as aforesaid, from and after the date Exchange Date (unless default shall be made by Weekly Reader issuing Exchange Common Stock or by the Company in distributing Exchange Common Stock, as applicable, in exchange for Unit Common Stock), all rights of the Holders as stockholders of the Company (except the right to receive the Exchange Common Stock) shall cease. In the case of an exchange pursuant to Section 2(a)(i), upon surrender to Weekly Reader in accordance with said notice of the certificates for the Unit Common Stock (properly endorsed or assigned for transfer), Weekly Reader shall issue and deliver, or the Company shall deliver, as applicable, the Exchange Common Stock to the applicable Holder(s) certificates therefor registered in the name of such Holder(s). In the case of an exchange pursuant to Section 2(a)(ii), the exchange shall be deemed to have been effected immediately after the close of business on the Exchange Date, and the Holder(s) in whose names the Exchange Common Stock shall be issuable upon such exchange shall be deemed to have become the Holders of record of the Exchange Common Stock represented thereby at such time on the Exchange Date. In connection with an exchange pursuant to Section 2(a)(ii), if the Company causes new shares of Weekly Reader Class A Non-Voting Common Stock to be issued to Holders of Unit Common Stock in connection with such exchange in lieu of exchanging such shares for existing shares of Exchange Common Stock, then the Exchange Ratio shall be adjusted so that after giving effect to such new issuance of shares of Exchange Common Stock, the Holders of Exchange Common Stock are in the same economic position as they would have been had no new shares of Exchange Common Stock been issued. (iii) Prior to the issuance of the Class A StockExchange Common Stock by Weekly Reader and the delivery thereof by Weekly Reader or the Company, each holder of one or more Class A Shares (eachas the case may be, a “Class A Shareholder”) Weekly Reader and the Company shall have the right (the “Exchange Right”) comply with all applicable Federal and state laws and regulations which require action to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held be taken by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, them with respect to any Tendered such issuance and delivery (it being understood that neither Weekly Reader nor the Company shall be required to file a registration statement covering such shares with the SEC). Holders of Unit Common Stock will be able to exchange their Weekly Reader Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after Non-Voting Common Stock for Exchange Common Stock only if the Specified Exchange Date applicable to exchange of such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to securities is exempt from the Corporation by or on behalf registration requirements of the Tendering Class A Shareholder. Upon receipt by Act, and such securities are qualified for sale or exempt from qualification under the Corporation applicable securities laws of a Notice the states in which the various Holders of Exchangesecurities reside. (c) Weekly Reader will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issuance or delivery of certificates evidencing the Exchange Common Stock other than those resulting from transfers to third parties. (d) Weekly Reader will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Weekly Reader Common Stock or its authorized and issued Weekly Reader Common Stock held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Exchange Common Stock upon exchange of Unit Common Stock, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the maximum number of Tendered Class A Shares. The Corporation shall pay to shares of Weekly Reader Common Stock which may then be deliverable upon the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice exchange of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out all shares of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)Unit Common Stock.

Exchange Rights. (a) At any time from and A. On or after the date of one year after the issuance of the Class A Stockapplicable Effective Date, each holder of one or more Class A Shares (each, a “Class A Shareholder”) Non-Managing Member shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion set forth herein) to require the Managing Member to acquire all or a portion of the repurchase Non-Managing Member Units held by such Non-Managing Member (such Non-Managing Member Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of any Tendered Class A and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares in accordance with this subsection C(3)(a), equal to the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A REIT Shares so repurchased, to receive any dividends Amount payable on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A SharesDate. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt Managing Member by the Corporation of a Notice of Exchange, Non-Managing Member exercising the Corporation shall promptly, and, in any event within one Exchange right (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth "Tendering Party"). On the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Managing Member elects to exchange the Tendered Units for REIT Shares, such REIT Shares shall on the Specified Exchange Date be registered for issuance by the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated to exchange the Tendered Units for the Cash Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for issuance under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole and absolute discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter or the Bylaws of the Managing Member, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws. B. Notwithstanding the provisions of Section 8.6.A hereof, no Non-Managing Member shall have any right to tender for Exchange (whether for the REIT Shares Amount or the Cash Amount) any Excess LLC Units held by such Non-Managing Member. The Managing Member shall have no obligation to acquire Excess LLC Units, whether for the REIT Shares Amount or the Cash Amount. C. Notwithstanding anything herein to the contrary, with respect to each Tendered Class A Share, but only out any Exchange pursuant to this Section 8.6: (1) The consummation of funds legally available therefor, any Exchange shall be subject to the terms expiration or termination of the applicable waiting period, if any, under the Hart Xxxtx Xxxxxx Xxxitrust Improvements Act of 1976, as amended, if applicable. (2) Each Tendering Party shall continue to own all LLC Units subject to any Exchange, and conditions be treated as a Member with respect to such LLC Units for all purposes of subsection C(3)(bthis Agreement, until such LLC Units are transferred to the Managing Member and paid for or exchanged on the Specified Exchange Date. Until a Specified Exchange Date and an acquisition of the Tendered Units by the Managing Member pursuant to Section 8.6.A hereof, the Tendering Party shall have no rights as a shareholder of the Managing Member with respect to the REIT Shares issuable in connection with such acquisition. D. In connection with an exercise of Exchange rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Managing Member, in addition to the Notice of Exchange: (1) A written affidavit, dated the same date as, and accompanying, the Notice of Exchange, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6), 856(h), 856(d)(2)(b) and 856(d)(5), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Exchange, neither the Tendering Party nor any Related Party will actually or Constructively own REIT Shares in excess of the Ownership Limit; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Exchange on the Specified Exchange Date; and (3) An undertaking to certify, at and as a condition to the closing of the Exchange that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.6.D(1) or (b) after giving effect to the Exchange, neither the Tendering Party nor any Related Party shall actually or Constructively own REIT Shares in violation of the Ownership Limit. E. Notwithstanding anything in this Agreement to the contrary, on or after the date five years after the Effective Date corresponding to the date of a Non-Managing Member's initial admission to the Company, the Managing Member may, in its sole and absolute discretion, require such Non-Managing Member (by delivering a Call Notice to such Non-Managing Member) to tender all or a portion of its Non-Managing Member Units to the Managing Member (a "Call") in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal

Exchange Rights. (a) At any time from and after the date Holders of at least a majority of the issuance then outstanding shares of the Class A Stock, each holder of one or more Class A Shares (each, a “Class A Shareholder”) Series C Preferred Stock shall have the right right, by written notice delivered to the Corporation in the form of notice of election to exchange attached to this Certificate of Designations (the “"Exchange Right”) Notice"), fully completed and duly executed by the requisite Holders, to require the Corporation to repurchaseexchange all outstanding shares of Series C Preferred Stock as of any Dividend Payment Date (such date being the "Exchange Date") for fifty percent (50%) of the then outstanding capital stock of SPD owned by the Corporation as of the Exchange Date, with such capital stock to be delivered to all Holders on a pro rata basis based on their respective holdings of Series C Preferred Stock on the applicable Specified Exchange Date. The Exchange Notice shall be delivered at least 30 days prior to the Exchange Date. Upon receipt of the Exchange Notice, the Corporation shall promptly notify all Holders of its receipt of thereof and all Holders will promptly deliver the certificate or certificates therefor to the principal office of the Corporation or any transfer agent for the Common Stock for cancellation. From and after the delivery of the Exchange Notice, all shares of Series C Preferred Stock (other than Dividend Shares) shall be deemed to have been exchanged for fifty percent (50%) of the then outstanding capital stock of SPD (in the aggregate) as of Exchange Date, all or stock dividends on such portion shares of the Class A Series C Preferred Stock shall cease to accrue, and all rights of the Holders thereof as holders of Series C Preferred Stock, except the right to receive all accrued and unpaid stock dividends to the Exchange Date at the applicable rate for such shares of such shares of Series C Preferred Stock and the right to receive certificates representing the applicable shares of SPD capital stock issuable in respect of the exchange, shall cease and terminate, such shares of Series C Preferred Stock shall not thereafter be transferred (except with the consent of the Corporation) and such shares shall not be deemed to be outstanding for any purpose whatsoever. The Rights of Holders under this Article 7 shall terminate and such Holders shall not be entitled to exchange shares of Series C Preferred Stock under this Article 7 after a Conversion Notice has been delivered to the Corporation pursuant to this Section 6.1. Notwithstanding anything to the contrary in this Article 7, the delivery of the exchange notice shall not effect any Holder's rights to convert Dividend Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised holder pursuant to a Notice Section 6.2 hereof, except that any conversion of Exchange delivered to Dividend Shares must occur within thirty months from the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b).

Exchange Rights. (a) At any time from and A. On or after the date of one year after the issuance of Effective Date, the Class A Stock, each holder of one or more Class A Shares (each, a “Class A Shareholder”) Non- Managing Member shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion set forth herein) to require the Managing Member to acquire all or a portion of the repurchase LLC Units held by such Non-Managing Member (such LLC Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of any Tendered Class A and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares in accordance with this subsection C(3)(a), equal to the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A REIT Shares so repurchased, to receive any dividends Amount payable on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A SharesDate. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt Managing Member by the Corporation of a Notice of Exchange, Non-Managing Member exercising the Corporation shall promptly, and, in any event within one Exchange right (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth "Tendering Party"). On the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount in each case computed as of the Specified Exchange Date. In addition, the Managing Member shall cause the Company to pay the Tendering Party the amount of any Preferred Return Shortfall outstanding as of the Specified Exchange Date with respect to the Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the application of the Ownership Limit and the application of any restrictions and limitations of the Charter to any such Exchange and (ii) such written representations, investment letters, legal opinions or other instruments reasonably necessary, in the Managing Member's view, to effect compliance with the Securities Act. If applicable, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole discretion, in immediately available funds. If applicable, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, Rights, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Managing Member, the Securities Act and relevant state securities or "blue sky" laws. Neither any Tendering Party whose Tendered Units are acquired by the Managing Member pursuant to this Section 8.6.A, any other Member, any Assignee nor any other interested Person shall have any right to require or cause the Managing Member to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant to this Section 8.6.A, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Managing Member and any such Person. Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws. B. Notwithstanding the foregoing, until such time as the Managing Member shall have obtained the shareholder approval to do so if required by and in compliance with Section 312.03 of the New York Stock Exchange Listed Company Manual (the "Manual"), the Managing Member will be prohibited from issuing REIT Shares in exchange for LLC Units (and will be required, therefore, to pay cash in lieu of REIT Shares) to the extent that the REIT Shares to be issued upon an Exchange, when combined with (i) all REIT Shares previously issued in connection with an Exchange of LLC Units, plus (ii) the number of REIT Shares issued or issuable (other than in connection with an Exchange of LLC Units) in connection with the transactions contemplated by the Contribution Agreement, either (A) have or will have upon issuance voting power in excess of 19.9% of the voting power of the Managing Member outstanding immediately prior to the Effective Date, or (B) are or will be in excess of 19.9% of the number of REIT Shares outstanding immediately prior to the Effective Date where (in each Tendered Class A Shareinstance) the meaning of "voting power" and "voting power outstanding" and the calculation of "outstanding" shares are in compliance with the requirements of Section 312.03 of the Manual. C. Notwithstanding the provisions of Section 8.6.A hereof, but only out any Excess LLC Units held by a Non-Managing Member which are tendered for Exchange will be purchased by the Managing Member for the Cash Amount and such Non- Managing Member will have no right to receive the REIT Shares Amount in exchange for its tendered Excess LLC Units. D. Notwithstanding anything herein to the contrary, with respect to any Exchange pursuant to this Section 8.6: (1) Without the Consent of funds legally available thereforthe Managing Member, no Non- Managing Member may effect an Exchange for less than 1,000 LLC Units or, if the Non-Managing Member holds less than 1,000 LLC Units, less than all of the LLC Units held by such Non-Managing Member. (2) The consummation of any Exchange shall be subject to the terms expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (3) Each Tendering Party shall continue to own all LLC Units subject to any Exchange, and conditions be treated as a Member with respect to such LLC Units for all purposes of subsection C(3)(bthis Agreement, until such LLC Units are transferred to the Managing Member and paid for or exchanged on the Specified Exchange Date. Until a Specified Exchange Date and an acquisition of the Tendered Units by the Managing Member pursuant to Section 8.6.A hereof, the Tendering Party shall have no rights as a shareholder of the Managing Member with respect to the REIT Shares issuable in connection with such acquisition. E. In connection with an exercise of Exchange rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Managing Member, in addition to the Notice of Exchange: (1) A written affidavit, dated the same date as, and accompanying, the Notice of Exchange, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6), 856(h), 856(d)(2)(B) and 856(d)(5), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Exchange, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit based on the number of shares outstanding as reported in the most recent filing made by the Managing Member with the SEC; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Exchange on the Specified Exchange Date; and (3) An undertaking to certify, at and as a condition to the closing of the Exchange that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.6.E(1) or (b) after giving effect to the Exchange, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit based on the number of shares outstanding as reported in the most recent filing made by the Managing Member with the SEC.

Exchange Rights. (a) At any time from A. Each Limited Partner and after the date of the issuance of the Class A Stock, each holder of one or more Class A Shares (each, a “Class A Shareholder”) Substituted Limited Partner shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion set forth herein) to require the General Partner to acquire all or a portion of the repurchase Partnership Units held by such Limited Partner (such Partnership Units being hereafter “Tendered Units”) in exchange (an “Exchange”) for, at the election of any Tendered Class A and in the sole and absolute discretion of the General Partner, either the Cash Amount or a number of REIT Shares in accordance with this subsection C(3)(a), equal to the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A REIT Shares so repurchased, to receive any dividends Amount payable on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A SharesDate. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation General Partner by the Limited Partner or Substituted Limited Partner who is exercising such right (the “Tendering Partner”). B. A Tendering Partner effecting an Exchange shall have the right to receive, on behalf the Specified Exchange Date, at the election of and in the sole and absolute discretion of the Tendering Class A Shareholder. Upon receipt by General Partner, either the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification Cash Amount as of the Corporation’s receipt Valuation Date or such number of such Notice of Exchange setting forth REIT Shares equal to the identity REIT Shares Amount as of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay Valuation Date with respect to the Tendering Class A ShareholderTendered Units, in accordance with instructions subject to the limitations on ownership and transfer of REIT Shares set forth in the Notice Charter. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Partner or, in the General Partner’s sole and absolute discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, rights, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of Parent, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. If REIT Shares are to be delivered upon the Exchange, notwithstanding any delay in such delivery of REIT Shares (but subject to Section 8.6.C), the Tendering Partner shall be deemed the owner of such REIT Shares and rights for all purposes, including without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. C. Notwithstanding the provisions of Section 8.6.A and 8.6.B or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect an Exchange to the extent the Tendered Units are Excess Partnership Units and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Exchange would be in violation of this Section 8.6.C., it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the REIT Shares otherwise issuable upon such Exchange. D. Notwithstanding anything herein to the contrary (but subject to Section 8.6.C), with respect to any Exchange pursuant to this Section 8.6: (1) All Limited Partnership Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be General Partnership Units. (2) Each Limited Partner may not effect an Exchange for less than 500 Limited Partnership Units or, if the Limited Partner holds less than 500 Limited Partnership Units, all of the Limited Partnership Units held by such Limited Partner. (3) Limited Partners who are Immediate Family members of Axxxxxxxx Xxxxxx, Xx. or Sxxxxxx Xxxxxxx may effect an Exchange only once in each three-month period. (4) The consummation of any Exchange shall be subject to the expiration or termination of the applicable waiting period, if any, under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (5) Each Tendering Class A ShareholderPartner shall continue to own all Limited Partnership Units subject to any Exchange, at or prior and be treated as a Limited Partner with respect to 11:00 a.m.such Limited Partnership Units for all purposes of this Agreement, New York City time, until such Limited Partnership Units are transferred to the General Partner and paid for on the applicable Specified Exchange Date. Until a Specified Exchange Date, the Tendering Partner shall have no rights as a stockholder of Parent. E. Notwithstanding anything herein to the contrary (but subject to Section 8.6.C), Limited Partners shall have the right solely upon any sale, exchange, disposition or other transfer of any Property by the Partnership, to effect an Exchange for up to the amount of registered REIT Shares which, when sold by the holders thereof, or such Cash Amount with respect to that, would equal or exceed the total liability of each Tendering Partner for federal, state and local income and franchise taxes and other taxes resulting from (i) such sale, exchange, disposition or other transfer of such Property and (ii) the exchange of the Tendered Class A Share, but only out of funds legally available therefor, subject to Units for REIT Shares or the terms and conditions of subsection C(3)(b)Cash Amount.

Exchange Rights. After the fifth anniversary of the date of this Agreement, any Stockholder may elect, during the thirty (30) day period following the filing of Security Capital's Annual Report on Form 10-K for the then most recently completed fiscal year, to exchange (the "Exchange Right") (i) any or all of the Common Stock owned by such Stockholder for shares of the Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of Security Capital at an exchange rate equal to the aggregate Fair Market Value of the shares of the Common Stock to be exchanged by such Stockholder divided by the SCC Fair Market Value Per Share as of the date of delivery of the written notice as described below; and (ii) any or all of the Options owned by such Stockholder and currently exercisable for shares of the Class A Common Stock at an exchange rate equal to (a) At any time from the sum of the aggregate Fair Market Value of the shares of the Common Stock receivable upon exercise of the Options to be exchanged net of the aggregate applicable exercise price, divided by (b) the SCC Fair Market Value Per Share. In the event that the Company, Security Capital and such Stockholder cannot agree on the Fair Market Value of the shares of the Common Stock to be exchanged, such Fair Market Value shall be determined as set forth in Section 4.3(a). The Exchange Right may be exercised by delivery of written notice to the Company and Security Capital, specifying the number of shares of Common Stock (including shares receivable upon exercise of exchanged Options) to be exchanged and a date not less than 10 and not more than 30 days after the date of such notice, on which the issuance closing of such exchange shall occur. The closing of any such exchange pursuant to this Section 9 shall be held at the principal place of business of the Company on the date specified in such written notice, or 15 days after final determination of the exchange ratio, whichever is later. At the closing, Security Capital shall deliver to such Stockholder certificate(s) representing the shares of the Class A StockCommon Stock to be issued in connection with such exchange, each holder of one or more Class A Shares (each, a “Class A Shareholder”and such Stockholder shall deliver to Security Capital certificate(s) shall have representing the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion shares of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered Common Stock to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further rightbe exchanged, with respect to stock power(s) duly endorsed for transfer thereof and appropriate instruments terminating all rights existing under any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)exchanged Options.

Exchange Rights. (a) At any time from and A. On or after the date of one year after the issuance of the Class A StockEffective Date, each holder of one or more Class A Shares (each, a “Class A Shareholder”) Non-Managing Member shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion set forth herein) to require the Managing Member to acquire all or a portion of the repurchase LLC Units held by such Non-Managing Member (such LLC Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of any Tendered Class A and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares in accordance with this subsection C(3)(a), equal to the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A REIT Shares so repurchased, to receive any dividends Amount payable on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A SharesDate. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt Managing Member by the Corporation of a Notice of Exchange, Non-Managing Member exercising the Corporation shall promptly, and, in any event within one Exchange right (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth "Tendering Party"). On the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount in each case computed as of the Specified Exchange Date. In addition, the Managing Member shall cause the Company to pay the Tendering Party the amount of any Preferred Return Shortfall outstanding as of the Specified Exchange Date with respect to the Tendered Units. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the application of the Ownership Limit and the application of any restrictions and limitations of the Charter to any such Exchange and (ii) such written representations, investment letters, legal opinions or other instruments reasonably necessary, in the Managing Member's view, to effect compliance with the Securities Act. If applicable, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole discretion, in immediately available funds. If applicable, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, Rights, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the Managing Member, the Securities Act and relevant state securities or "blue sky" laws. Neither any Tendering Party whose Tendered Units are acquired by the Managing Member pursuant to this Section 8.6.A, any other Member, any Assignee nor any other interested Person shall have any right to require or cause the Managing Member to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant to this Section 8.6.A, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the Managing Member and any such Person. Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws. B. Notwithstanding the foregoing, until such time as the Managing Member shall have obtained the shareholder approval to do so if required by and in compliance with Section 312.03 of the New York Stock Exchange Listed Company Manual (the "Manual"), the Managing Member will be prohibited from issuing REIT Shares in exchange for LLC Units (and will be required, therefore, to pay cash in lieu of REIT Shares) to the extent that the REIT Shares to be issued upon an Exchange, when combined with (i) all REIT Shares previously issued in connection with an Exchange of LLC Units, plus (ii) the number of REIT Shares issued or issuable (other than in connection with an Exchange of LLC Units) in connection with the transactions contemplated by the Contribution Agreement, either (A) have or will have upon issuance voting power in excess of 19.9% of the voting power of the Managing Member outstanding immediately prior to the Effective Date, or (B) are or will be in excess of 19.9% of the number of REIT Shares outstanding immediately prior to the Effective Date where (in each Tendered Class A Shareinstance) the meaning of "voting power" and "voting power outstanding" and the calculation of "outstanding" shares are in compliance with the requirements of Section 312.03 of the Manual. C. Notwithstanding the provisions of Section 8.6.A hereof, but only out any Excess LLC Units held by a Non-Managing Member which are tendered for Exchange will be purchased by the Managing Member for the Cash Amount and such Non- Managing Member will have no right to receive the REIT Shares Amount in exchange for its tendered Excess LLC Units. D. Notwithstanding anything herein to the contrary, with respect to any Exchange pursuant to this Section 8.6: (1) Without the Consent of funds legally available thereforthe Managing Member, no Non- Managing Member may effect an Exchange for less than 1,000 LLC Units or, if the Non-Managing Member holds less than 1,000 LLC Units, less than all of the LLC Units held by such Non-Managing Member. (2) The consummation of any Exchange shall be subject to the terms expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (3) Each Tendering Party shall continue to own all LLC Units subject to any Exchange, and conditions be treated as a Member with respect to such LLC Units for all purposes of subsection C(3)(bthis Agreement, until such LLC Units are transferred to the Managing Member and paid for or exchanged on the Specified Exchange Date. Until a Specified Exchange Date and an acquisition of the Tendered Units by the Managing Member pursuant to Section 8.6.A hereof, the Tendering Party shall have no rights as a shareholder of the Managing Member with respect to the REIT Shares issuable in connection with such acquisition. E. In connection with an exercise of Exchange rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Managing Member, in addition to the Notice of Exchange: (1) A written affidavit, dated the same date as, and accompanying, the Notice of Exchange, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6), 856(h), 856(d)(2)(B) and 856(d)(5), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Exchange, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit based on the number of shares outstanding as reported in the most recent filing made by the Managing Member with the SEC; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Exchange on the Specified Exchange Date; and (3) An undertaking to certify, at and as a condition to the closing of the Exchange that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.6.E(1) or (b) after giving effect to the Exchange, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit based on the number of shares outstanding as reported in the most recent filing made by the Managing Member with the SEC.

Exchange Rights. (a) At any time from and A. On or after the date of one year after the issuance of the Class A StockEffective Date, each holder of one or more Class A Shares (each, a “Class A Shareholder”) Limited Partner shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion set forth herein) to require the General Partner to acquire all or a portion of the repurchase Partnership Units held by such Limited Partner (such Partnership Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of any and in the sole and absolute discretion of the General Partner, either the Cash Amount Per Unit times the number of Tendered Class A Units or a number of REIT Shares in accordance with this subsection C(3)(a), equal to the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A REIT Shares so repurchased, to receive any dividends Amount payable on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A SharesDate. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt General Partner by the Corporation of a Notice of Exchange, Limited Partner exercising the Corporation shall promptly, and, in any event within one Exchange right (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth "Tendering Party"). On the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the General Partner in exchange for, at the election of in the sole and absolute discretion of the General Partner, either the Cash Amount Per Unit times the number of Tendered Units or a number of REIT Shares equal to the REIT Shares Amount. The Tendering Party shall submit (i) such information, certification or affidavit as the General Partner may reasonably require in connection with the application of the Ownership Limit and the application of any restrictions and limitations of the Charter to any such Exchange and (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the General Partner's view, to effect compliance with the Securities Act. If applicable, the cash shall be delivered as a certified check payable to the Tendering Party or, in the General Partner's sole discretion, in immediately available funds. If applicable, the REIT Shares Amount shall be delivered by the General Partner's Parent as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, Rights, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter, the Bylaws of the General Partner's Parent, the Securities Act and relevant state securities or "blue sky" laws. Neither any Tendering Party whose Tendered Units are acquired by the General Partner pursuant to this Section 8.6.A, any other Partner, any Assignee nor any other interested Person shall have any right to require or cause the General Partner's Parent to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares are issued pursuant to this Section 8.6.A, with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the General Partner's Parent and any such Person. Notwithstanding any delay in such delivery, the Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the General Partner's Parent pursuant to this Section 8.6.A may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the General Partner's Parent in good faith determines to be necessary or advisable in order to ensure compliance with such laws. B. Notwithstanding the provisions of Section 8.6.A hereof, no Limited Partner shall have any right to tender for Exchange (whether for the REIT Shares Amount or for cash) any Excess Partnership Units held by such Limited Partner. The General Partner's Parent shall have no obligation to acquire Excess Partnership Units, whether for the REIT Shares Amount or cash. C. Notwithstanding anything herein to the contrary, with respect to each any Exchange pursuant to this Section 8.6: (1) Without the Consent of the General Partner, no Limited Partner may effect an Exchange for less than 1,000,000 Partnership Units or, if the Limited Partner holds less than 1,000,000 Partnership Units, less than all of the Partnership Units held by such Limited Partner. (2) The consummation of any Exchange shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, if such Act is determined to be applicable to any such Exchange. (3) Each Tendering Party shall continue to own all Partnership Units subject to any Exchange, and be treated as a Partner with respect to such Partnership Units for all purposes of this Agreement, until such Partnership Units are transferred to the General Partner and paid for or exchanged on the Specified Exchange Date. Until a Specified Exchange Date and an acquisition of the Tendered Class Units by the General Partner pursuant to Section 8.6.A hereof, the Tendering Party shall have no rights as a shareholder of the General Partner's Parent with respect to the REIT Shares issuable in connection with such acquisition. D. In connection with an exercise of Exchange rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the General Partner's Parent, in addition to the Notice of Exchange: (1) A Sharewritten affidavit, but only out dated the same date as, and accompanying, the Notice of funds legally available thereforExchange, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6), 856(h), 856(d)(2)(B) and 856(d)(5), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Exchange, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Exchange on the Specified Exchange Date; and (3) An undertaking to certify, at and as a condition to the closing of the Exchange that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.6.E(1) or (2) after giving effect to the Exchange, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit. E. The General Partner may require that every Limited Partner Exchange all of the Partnership Units of the Limited Partners in connection with the sale or disposition by the Partnership of all or substantially all of the real properties of the Partnership, other than to an Affiliate of the General Partner, subject to compliance with Section 7.3.D(2). In such event, the terms Exchange shall occur and conditions be effective immediately prior to the date of subsection C(3)(b)such sale or disposition and the General Partner shall be deemed to have acquired all of the Partnership Units (and all capital accounts) prior to any Liquidating Event of the Partnership. In addition, if the General Partner requests that every Limited Partner Exchange, pursuant to this Section 8.6.E., at the election of any Limited Partner the General Partner shall Exchange the Units for cash in lieu of REIT Shares.

Exchange Rights. (a) At any time from and A. On or after the date of one year after the issuance of the Class A StockEffective Date, each holder of one or more Class A Shares (each, a “Class A Shareholder”) Non-Managing Member shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion set forth herein) to require the Managing Member to acquire all or a portion of the repurchase Non-Managing Member Units held by such Non-Managing Member (such Non-Managing Member Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of any Tendered Class A and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares in accordance with this subsection C(3)(a), equal to the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A REIT Shares so repurchased, to receive any dividends Amount payable on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A SharesDate. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt Managing Member by the Corporation of a Notice of Exchange, Non-Managing Member exercising the Corporation shall promptly, and, in any event within one Exchange right (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth "Tendering Party"). On the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit, and other restrictions provided in the Charter or the Bylaws of the Managing Member in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on Transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws. B. Notwithstanding the provisions of Section 8.6.A hereof, no Non-Managing Member shall have any right to tender for Exchange (whether for the REIT Shares Amount or the Cash Amount) any Excess LLC Units held by such Non-Managing Member. The Managing Member shall have no obligation to acquire Excess LLC Units, whether for the REIT Shares Amount or the Cash Amount. C. Notwithstanding anything herein to the contrary, with respect to any Exchange pursuant to this Section 8.6, each Tendered Class A Share, but only out of funds legally available therefor, Tendering Party shall continue to own all LLC Units subject to any Exchange, and be treated as a Member with respect to such LLC Units for all purposes of this Agreement, until such LLC Units are Transferred to the terms Managing Member and conditions paid for or exchanged on the Specified Exchange Date. Until a Specified Exchange Date and an acquisition of subsection C(3)(bthe Tendered Units by the Managing Member pursuant to Section 8.6.A hereof, the Tendering Party shall have no rights as a shareholder of the Managing Member with respect to the REIT Shares issuable in connection with such acquisition. D. In connection with an exercise of Exchange rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Managing Member, in addition to the Notice of Exchange: (1) A written affidavit, dated the same date as, and accompanying, the Notice of Exchange, (a) disclosing the actual and Constructive Ownership, as determined for purposes of Code Sections 856(a)(6), 856(h), 856(d)(2)(b) and 856(d)(5), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Exchange, neither the Tendering Party nor any Related Party will have actual or Constructive Ownership of a number of REIT Shares that is in excess of the Ownership Limit; (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Exchange on the Specified Exchange Date; and (3) An undertaking to certify, at and as a condition to the closing of the Exchange that either (a) the actual and Constructive Ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.6.D(1) or (b) after giving effect to the Exchange, neither the Tendering Party nor any Related Party shall have actual or Constructive Ownership of a number of REIT Shares that is in violation of the Ownership Limit.

Exchange Rights. A. Each Non-Managing Member shall have the right after January 1, 2001, (asubject to the terms and conditions set forth herein) At to require the Managing Member to acquire all or a portion of the LLC Units held by such Non-Managing Member (such LLC Units being hereafter called "Tendered Units") in exchange (an "Exchange") for the Cash Amount, payable on the tenth (10th) Business Day following the giving of a Notice of Exchange to the Managing Member (a "Specified Exchange Date"). Any Exchange shall be exercised pursuant to a Notice of Exchange given to the Managing Member by a Non-Managing Member exercising the Exchange right (the "Tendering Party"). On the Specified Exchange Date, the Tendering Party shall sell the Tendered Units (but not in an amount in excess of one-half (1/2) of the total of the value of the LLC Units ($1.00 per LLC Unit) held from time to time and including adjustments to the Non-Managing Members LLC Units in accordance with Section 4.1 by the Non-Managing Members prior to June 30, 2002) to the Managing Member in exchange for the Cash Amount computed as of the Specified Exchange Date. In addition, subject to Section 18.607 of the Act, the Managing Member shall cause the Company to pay the Tendering Party the amount of any time Preferred Return Shortfall outstanding as of the Specified Exchange Date with respect to the Tendered Units. The Cash Amount and any such Preferred Return Shortfall shall be delivered at the option of the Tendering Party by wire transferred funds or as a certified check payable to the Tendering Party. If a Notice of Exchange has not been delivered identifying a Specified Exchange Date with respect to all remaining LLC Units held by the Non-Managing Members on or before August 31, 2004, then, at the Managing Members sole and exclusive option, the Managing Member can require the completion of an Exchange of all remaining LLC Units held by the Non-Managing Members not later than ten (10) days following delivery of written notice to the Non-Managing Members from the Managing Member of its exercise of its rights hereunder. B. Notwithstanding anything herein to the contrary, with respect to any Exchange pursuant to this Section 8.6: (1) Without the Consent of the Managing Member, no Non-Managing Member may effect an Exchange for less than 1,000 LLC Units or, if the Non-Managing Member holds less than 1,000 LLC Units, less than all of the LLC Units held by such Non-Managing Member. (2) Each Tendering Party shall continue to own all LLC Units subject to any Exchange, and be treated as a Member with respect to such LLC Units for all purposes of this Agreement, until such LLC Units are transferred to the Managing Member and paid for on the Specified Exchange Date. C. In the event the Managing Member fails to pay the Cash Amount required to be paid pursuant to an Exchange in accordance with this Section on any Specified Exchange Date (unless any portion of such Cash Amount is setoff in accordance with the terms and conditions of Section 5.1.A), any unpaid portion of the Cash Amount due to the Non-Managing Members shall accrue interest from and after the date of such amount is due until the issuance of the Class A Stock, each holder of one or more Class A Shares (each, date such amount is paid in full at a “Class A Shareholder”) shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered variable interest rate equal to the Corporation Prime Rate plus two percent (2%). Managing Member shall also be liable for all costs of collection incurred by or on behalf the Non-Managing Members, including court costs and reasonable attorneys' fees. The Non-Managing Member will notify the Managing Member, in writing, of such Class A Shareholder (such Class A Shares being hereafter referred its failure to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for make a payment of the Cash Amount as required by this Section 8.6 and the Managing Member will be allowed ten (10) days after receipt of such notice to cure its failure to make such payment. If the Managing Member fails to cure the nonpayment of such Cash Amount within such ten (10)-day period, then the Non-Managing Members may, at their option, and notwithstanding the limitations as to timing of an Exchange as set forth in this Section 8.6, at any time thereafter exercise their rights to Exchange all of the LLC Units in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b)Section 8.6.