Common use of Exchange Rights Clause in Contracts

Exchange Rights. A. Subject to the limitations set forth herein, in Section 8.6.B below and in Exhibit A, each Limited Partner or Assignee owning Partnership Units shall have the right (the "Exchange Right") to require Crescent Equities to exchange on any Specified Exchange Date all or any portion of the Partnership Units owned by such Limited Partner or Assignee (an "Exchanging Person") for consideration consisting of (i) an amount of cash equal to the Cash Amount, (ii) a number of REIT Shares equal to the REIT Shares Amount, or (iii) any combination of (i) or (ii) above, with the decision as to the type of consideration to be given to the Exchanging Person to be made by Crescent Equities, in its sole and absolute discretion. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to Crescent Equities by the Exchanging Person, accompanied by any certificate or certificates evidencing the Partnership Units to be exchanged. If Crescent Equities elects to pay all or any portion of the consideration to an Exchanging Person in cash, the Crescent Group agrees to use its best efforts to raise any required funds as quickly as possible after receipt of the Notice of Exchange. B. Notwithstanding anything to the contrary contained in Section 8.6.A above, to the extent that the delivery of REIT Shares to an Exchanging Person pursuant to Section 8.6.A above would cause the Exchanging Person to violate the applicable "Ownership Limit" or the "Existing Holder Limit" set forth in the Declaration of Trust, Crescent Equities may not deliver REIT Shares to such Exchanging Person but may, in its sole and absolute discretion, elect to either (1) pay the consideration to the Exchanging Person in the form of the Cash Amount, or (2) refuse, in whole or in part, to accept the Notice of Exchange.

Exchange Rights. A. Subject to the limitations set forth herein, in Section 8.6.B below and in Exhibit A, each Limited Partner or Assignee owning Partnership Units shall have the right (the "“Exchange Right"”) to require Crescent Equities to exchange on any Specified Exchange Date all or any portion of the Partnership Units owned by such Limited Partner or Assignee (an "“Exchanging Person"”) for consideration consisting of (i) an amount of cash equal to the Cash Amount, (ii) a number of REIT Shares equal to the REIT Shares Amount, or (iii) any combination of (i) or (ii) above, with the decision as to the type of consideration to be given to the Exchanging Person to be made by Crescent Equities, in its sole and absolute discretion. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to Crescent Equities by the Exchanging Person, accompanied by any certificate or certificates evidencing the Partnership Units to be exchanged. If Crescent Equities elects to pay all or any portion of the consideration to an Exchanging Person in cash, the Crescent Group agrees to use its best efforts to raise any required funds as quickly as possible after receipt of the Notice of Exchange. B. Notwithstanding anything to the contrary contained in Section 8.6.A above, to the extent that the delivery of REIT Shares to an Exchanging Person pursuant to Section 8.6.A above would cause the Exchanging Person to violate the applicable "“Ownership Limit" ” or the "“Existing Holder Limit" ” set forth in the Declaration of Trust, Crescent Equities may not deliver REIT Shares to such Exchanging Person but may, in its sole and absolute discretion, elect to either (1) pay the consideration to the Exchanging Person in the form of the Cash Amount, or (2) refuse, in whole or in part, to accept the Notice of Exchange.