Common use of Exchange Rights Clause in Contracts

Exchange Rights. (a) The Series B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at any time on or after November 15, 2008, at the option of the holders of 51% of all outstanding Series B Preferred Units, for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, subject to adjustment as described below, provided that the Series B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred Shares, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect to cause the Partnership to redeem all or a portion of the outstanding Series B Preferred Units for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units being redeemed. (c) In the event an exchange of any Series B Preferred Units pursuant to Section 8(a) would violate the provisions on ownership limitation of the Gables Trust set forth in Article 5 of the Declaration of Trust, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d), a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess Units; provided, however, that the Partnership shall have no obligation to redeem Excess Units for cash at such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or if such redemption shall be restricted or prohibited by law; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(a) hereof) by (a) fax and (b) certified mail postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred Units, or cause the Partnership to redeem any portion of the Series B Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such redemption date, or (ii) if the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the Gables Trust. (g) In case the Gables Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership.

Exchange Rights. (a) The Series B Preferred Units will An Exchange Right Interest shall be exchangeable in whole but not in part unless expressly otherwise provided herein at any time on or after November 15, 2008exchangeable, at the option of the holders of 51% of all outstanding Series B Preferred UnitsLimited Partner holding such Interest, with BGC Partners for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from BGC Partners Common Stock, on the General Partnerterms, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, and subject to adjustment as described belowthe conditions, provided that the Series B Preferred Units will become exchangeable at any timeset forth in this Article VIII. (i) Subject to Section 8.01(c), an Exchangeable Limited Partner shall be entitled to exchange all or a portion of its Exchangeable Limited Partnership Interest in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares an Exchange. (xii) if at any time full distributions A Founding Partner shall not have been timely made on be entitled to exchange any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, portion of its Founding Partner Interest in an Exchange; provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two that, subject to Section 8.01(c), the Exchangeable Limited Partners (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence affirmative vote of a defined event Majority in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred SharesInterest) may, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15their sole discretion, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect to cause the Partnership to redeem all or a portion of the outstanding Series B Preferred Founding Partner Units for cash to be exchangeable (including mandatorily exchangeable) in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units being redeemed. (c) In the event an exchange of any Series B Preferred Units pursuant to Section 8(a) would violate the provisions on ownership limitation of the Gables Trust set forth in Article 5 of the Declaration of Trust, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d), a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess UnitsExchange; provided, however, that the Partnership BGC Partners shall have no obligation not be required to redeem Excess Units for cash at effectuate such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or an exchange if such redemption Founding Partner Interest shall be restricted or prohibited by lawsubject to any Encumbrance; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of any exchange of High Distribution II Units or High Distribution III Units by a Founding Partner, BGC Partners shall not be required to effectuate such exchange unless and until such Partner shall have paid in full any then-outstanding CFLP HDII Account or CFLP HDIII Account with respect to such Units. The terms and conditions on which such Founding Partner Units shall become exchangeable in an Exchange (including the circumstances in which such Founding Partner Units shall be mandatorily exchangeable and/or cease to be exchangeable) shall be determined by the Exchangeable Limited Partners (by affirmative vote of a Majority in Interest). Notwithstanding the foregoing, Cantor shall not be able to make a Founding Partner Interest exchangeable if the terms and conditions of such exchange would in any way diminish or adversely affect the rights of BGC Partners or its Subsidiaries (it being understood that an obligation by BGC Partners to deliver shares of BGC Partners Class A Common Stock upon exchange shall not be deemed to diminish or adversely affect the rights of BGC Partners or its Subsidiaries). (iii) An REU Partner shall not be entitled to exchange any portion of its REU Interest in an Exchange; provided, however, that, subject to Section 8.01(c), BGC Partners may, with the written consent of a Majority in Interest, cause all or a portion of the outstanding REUs to be exchangeable (including mandatorily exchangeable) in an Exchange; provided, however, that BGC Partners shall not be required to effectuate such an exchange pursuant if such REU Interest shall be subject to any Encumbrance. The terms and conditions on which such REUs shall become exchangeable in an Exchange (including the circumstances in which such REUs shall cease to be mandatorily exchangeable and/or exchangeable) shall be determined by BGC Partners, with the written consent of a Majority in Interest. (iv) A Working Partner shall not be entitled to exchange any portion of its Working Partner Interest in an Exchange; provided, however, that, subject to Section 8.01(c), BGC Partners may, with the written consent of a Majority in Interest, cause all or a portion of the outstanding Working Partner Units to be exchangeable (including mandatorily exchangeable) in an Exchange; provided, however, that BGC Partners shall not be required to effectuate such an exchange if such Working Partner Interest shall be subject to any Encumbrance; provided, further, that in the case of any exchange of High Distribution II Units or High Distribution III Units by a Working Partner, BGC Partners shall not be required to effectuate such exchange unless and until such Partner shall have paid in full any then-outstanding HDII Account or HDIII Account with respect to such Units. The terms and conditions on which such Working Partner Units shall become exchangeable in an Exchange (including the circumstances in which such Working Partner Units shall be mandatorily exchangeable and/or cease to be exchangeable) shall be determined by BGC Partners, with the written consent of a Majority in Interest. (v) Provisions of this Article VIII that apply to the last sentence exchange of an entire Exchange Right Interest shall also apply to an exchange of a portion of an Exchange Right Interest. Each Exchange shall be expressed in terms of a number of Units underlying the Exchange Right Interest being exchanged. Cantor may, on one occasion, designate any Exchange or Exchanges made as of a single date or as part of a series of related transactions as being intended to qualify for tax-deferred treatment for U.S. federal income tax purposes, in which case BGC Partners shall take such actions, at BGC Partners’ expense, as may be reasonably requested by Cantor to achieve such tax treatment. Subject to Section 8(a4.09 of the Separation Agreement, BGC Partners acknowledges that for purposes of the foregoing, a request by Cantor to form a new parent holding company to which all of the holders of BGC Partners Common Stock are required to transfer their shares in connection with the consummation of an Exchange shall be a reasonable request. (vi) hereof) by (a) fax and (b) certified mail postage prepaid. The General PartnerNotwithstanding anything to the contrary herein, Gables Trust and BGC Partners, the Partnership, but subject to Section 8.01(c), Newmark and Newmark Holdings agree that if, after the Holdings Partnership Division, BGC Partners or the General Partner has a right to determine whether a Non-Exchangeable Legacy Unit becomes an Exchange Right Unit, then (A) with respect to any combination such Non-Exchangeable Legacy Unit held by a Newmark Employee or a Former Newmark Employee, BGC Partners or the General Partner shall follow the instructions of them may effect any exchange Newmark and the general partner of Series B Preferred UnitsNewmark with respect to such determination, including whether to make all or cause the Partnership to redeem any portion of the Series B Preferred Units for cash such Non-Exchangeable Legacy Unit exchangeable pursuant to Section 8(ban Exchange and the terms and conditions for such grant of exchangeability, (B) with respect to any such Non-Exchangeable Legacy Unit held by a BGC Employee or redeem Excess Units a Former BGC Employee, BGC Partners or the General Partner shall make its own determination, including whether to make all or any portion of such Non-Exchangeable Legacy Unit exchangeable pursuant to Section 8(c)an Exchange and the terms and conditions for such grant of exchangeability, and (C) with respect to any such Non-Exchangeable Legacy Unit held by delivering a Shared Services Employee, (x) BGC Partners or the General Partner shall follow the instructions of Newmark and the general partner of Newmark with respect to each holder such determination, including as to whether to make all or any portion of record such Non-Exchangeable Legacy Unit exchangeable pursuant to an Exchange and the terms and conditions for such grant of Series B Preferred Unitsexchangeability, within ten (10) Business Days following receipt to the extent that the grant of exchangeability relates to compensation for services by such Shared Service Employee to members of the Newmark Group and (y) BGC Partners or the General Partner shall make its own determination as to whether to make all or any portion of such Non-Exchangeable Legacy Unit exchangeable pursuant to an Exchange Noticeand the terms and conditions for such grant of exchangeability, to the extent that the grant of exchangeability relates to compensation for services by such Shared Service Employee to members of the BGC Partners Group; provided that, in each of the above cases, any such grant of exchangeability pursuant to an Exchange for a BGC Executive Officer shall be subject to the approval of the Board of Directors or Compensation Committee of BGC Partners. (c) Notwithstanding anything to the contrary herein, during the Interim Period, unless otherwise agreed by BGC Partners, in order for a Partner to consummate an Exchange, such Partner must exchange both an Exchange Right Interest and a Newmark Exchange Right Interest with BGC Partners in order to receive shares of XXX Xxxxxx Stock. During the Interim Period, unless otherwise agreed by BGC Partners, in any such Exchange, such Partner shall receive a number of shares of BGC Partners Common Stock equal to the Exchange Ratio for a combination of (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged one Exchange Right Unit and (2ii) a written notice stating number of Newmark Exchange Right Units equal to (A) the redemption dateContribution Ratio divided by (B) the Newmark Holdings Exchange Ratio. After the Interim Period, unless otherwise agreed by BGC Partners, in order for a Partner to consummate an Exchange, such Partner must exchange only an Exchange Right Interest with BGC Partners in order to receive shares of BGC Common Stock. After the Interim Period, unless otherwise agreed by BGC Partners, in any such Exchange, such Partner shall receive a number of shares of BGC Partners Common Stock equal to the Exchange Ratio for one Exchange Right Unit. (i) Subject to Section 8.01(c), an Exchangeable Limited Partnership Interest shall be exchangeable for shares of BGC Partners Class B Common Stock; provided that, in the event that (A) the Electing Partner elects to receive BGC Partners Class A Common Stock and/or (B) there shall be not be sufficient authorized and unissued shares of BGC Partners Class B Common Stock, then in either case, such Exchangeable Limited Partnership Interest shall be exchangeable for shares of BGC Partners Class A Common Stock. (ii) If a Founding Partner Interest shall have become exchangeable pursuant to Section 8.01(b)(ii), then, subject to Section 8.01(c), such Founding Partner Interest shall be exchangeable for shares of BGC Partners Class A Common Stock. (iii) If an REU Interest shall have become exchangeable pursuant to Section 8.01(b)(iii), then, subject to Section 8.01(c), such REU Interest shall be exchangeable for shares of BGC Partners Class A Common Stock. (iv) If a Working Partner Interest shall have become exchangeable pursuant to Section 8.01(b)(iv), then, subject to Section 8.01(c), such Working Partner Interest shall be exchangeable for shares of BGC Partners Class A Common Stock. (e) A holder of an Exchange Right Interest or Newmark Exchange Right Interest is not entitled to any rights of a holder of BGC Partners Common Stock with respect to such Exchange Right Interest or such Newmark Exchange Right Interest until such Exchange Right Interest or such Newmark Exchange Right Interest shall have been exchanged therefor in accordance with this Article VIII. (f) To exercise the Exchange Right in an Exchange, a holder of an Exchange Right Interest who elects to exercise its Exchange Right (an “Electing Partner”) shall prepare and deliver to BGC Partners and the Partnership a written request signed by such Electing Partner (i) stating the amount of Exchange Right Units, together with the Exchange Right Interests and a proportionate amount of Capital (or portion thereof) (and, if such Exchange is to occur during the Interim Period, stating both the amount of Exchange Right Units, together with the Exchange Right Interests and a proportionate amount of Capital (or portion thereof) and the amount of Newmark Exchange Right Units, together with the Newmark Exchange Right Interests and a proportionate amount of Newmark Capital (or portion thereof) in compliance with Section 8.01(c)), that such Electing Partner desires to exchange, (ii) stating the earliest Business Day on which the Electing Partner desires to have such Exchange consummated in accordance with this Article VIII, which may Business Day shall be the date of such written notice or any other date which is not later no earlier than sixty (60) days following such written request (the receipt date so selected by the Electing Partner, the “Requested Exchange Effective Date”), (iii) solely in the case of Exchangeable Limited Partnership Interests, stating whether such Electing Partner desires to receive BGC Partners Class A Common Stock in lieu of all or a portion of the BGC Partners Class B Common Stock otherwise issuable (and if so, the number of shares of BGC Partners Class A Common Stock such Electing Partner desires to receive in lieu thereof), and (iv) representing, warranting and certifying to each of BGC Partners and the Partnership that, as of the date of such notice and as of the Exchange NoticeEffective Date, (A) such Electing Partner is entitled to exchange the portion of the Exchange Right Units (and, during the Interim Period, Newmark Exchange Right Units) that the Electing Partner desires to exchange pursuant to this Article VIII, (B) such Electing Partner is the redemption pricerecord and beneficial owner of (x) such Exchange Right Units, together with Exchange Right Interests and a proportionate amount of Capital, and (y) during the Interim Period, such Newmark Exchange Right Units, together with Newmark Exchange Right Interests and a proportionate amount of Newmark Capital, free and clear of all Encumbrances other than those created by this Agreement or the Newmark Holdings Limited Partnership Agreement, (C) that distributions upon consummation of the Exchange, BGC Partners will have all right, title and interest in and to (x) the Exchange Right Interest and related Unit received in such Exchange and (y) during the Interim Period, (x) the Newmark Exchange Right Interest and related Newmark Holdings Unit received in such Exchange, free and clear of all Encumbrances (other than any created by this Agreement, the Newmark Holdings Limited Partnership Agreement or under any agreement, contract, law or order to which BGC Partners is a party or otherwise subject), and (D) in the case of any Founding/Working Partner or REU Partner exercising an Exchange Right, an acknowledgement of such Partner’s responsibility for certain tax and tax-related liabilities as provided in Section 12.07 (each such request, an “Exchange Request”). The General Partner shall effectuate such Exchange on or after the Series B Preferred Units will cease to accrue on such redemption date, or (ii) if Requested Exchange Effective Date unless otherwise determined by the General Partner elects (such date of an Exchange, the “Exchange Effective Date”). Each of BGC Partners and (if different) the General Partner shall have the right to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and determine whether any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (Exchange Request with respect to Series B Preferred Units exchanged) an Exchange is proper or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, waive any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amendedimpropriety, or any state securities lawsrequirement, of these procedures. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 Once delivered, an Exchange Request for an Exchange shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the Gables Trustirrevocable. (g) In case the Gables Trust Each Exchange shall be a party to any transaction consummated effective as of the close of BGC Partners’ business on the applicable Exchange Effective Date (includingsuch time, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assetsthe “Exchange Effective Time”), in each case as a result and the Electing Partner shall be deemed to have become the holder of which record of the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount applicable number of shares of capital stock BGC Partners Common Stock at such Exchange Effective Time (unless BGC Partners elects to deliver cash in such Exchange pursuant to Section 8.01(k)), and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders all rights of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities Electing Partner in respect of, or interest in, the Partnership.

Exchange Rights. (a) The Series B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at any time on or after November 15, 2008, at the option of the holders of 51% of all outstanding Series B Preferred Units, for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, subject to adjustment as described below, provided that the Series B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred Shares, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect to cause the Partnership to redeem all or a portion of the outstanding Series B Preferred Units for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units being redeemed. (c) In the event an exchange of any Series B Preferred Units pursuant to Section 8(a) would violate the provisions on ownership limitation of the Gables Trust set forth in Article 5 of the Declaration of Trust, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d), a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess Units; provided, however, that the Partnership shall have no obligation to redeem Excess Units for cash at such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or if such redemption shall be restricted or prohibited by law; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(a) hereof) by (a) fax and (b) certified mail postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred Units, or cause the Partnership to redeem any portion of the Series B Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such redemption date, or (ii) if the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the Gables Trust. (g) In case the Gables Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership.

Exchange Rights. (ai) The Unless called for redemption as described above under "Optional Redemption," Series B D Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at any time anytime on or after November 15, 2008the tenth anniversary of the Issue Date, at the option of the holders of 51% of all outstanding Series B Preferred Unitsthereof, for authorized but previously unissued Gables Trust shares of the Company's Series B D Preferred Shares Stock at an exchange price of $25.00 per share of Series D Preferred Stock (equivalent to an exchange rate of one Gables Trust share of Series B D Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them Stock for one each Series B D Preferred Unit), subject to adjustment as described belowbelow (the "Exchange Price"), provided that the Series B D Preferred Units will become immediately exchangeable at any time, time in whole but not or in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding for Series B D Preferred Units for Gables Trust Series B Preferred Shares (xy) if at any time full distributions shall not have been timely made on any outstanding Series B D Preferred Unit Units with respect to any six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B D Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, Date if at the time of such payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made or (yz) upon receipt by a holder or holders of Series B D Preferred Units of (A) notice from the General Partner that the General Partner or a subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation occurrence of an identified a defined event in the immediate future will be, be a "Publicly Traded Partnershippublicly traded partnership" (a "PTP") within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended, and (B) an opinion rendered by independent counsel to the General Partner familiar with such matters matter (or, in the event of a conflict, other reputable independent counsel designated by such General Partner counsel), addressed to a holder or holders of Series B D Preferred Units, that the Partnership is is, or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B D Preferred Units may be exchanged for Gables Trust Series B D Preferred Shares, Stock in whole but not or in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and any holder prior to November 15, 2008 the tenth anniversary of the Issue Date and after the third anniversary thereof if such holders of Series B Preferred Units deliver holder delivers to the General Partner Partnership and the Company either (Ai) a private letter ruling addressed to such a holder of Series B D Preferred Units or (Bii) an opinion of independent counsel reasonably acceptable to the Company based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such an exchange of the Series B D Preferred Units at such earlier time would not cause the Series B D Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series B D Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date. FurthermoreThe Series D Preferred Units will become exchangeable in whole or in part at the option of the holders of the Series D Preferred Units if, at any time (i) the Partnership is advised by independent counsel that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code; or (ii) any holder of the Series B D Preferred UnitsUnits shall deliver to the Partnership and the Company an opinion of independent counsel reasonably acceptable to the Company to the effect that, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that there exists (in the reasonable judgment of Contributor) an imminent and substantial such failure would create a meaningful risk that a holder of the Contributor's interest in Series D Preferred Units would fail to maintain its qualification as a real estate investment trust within the Partnership represents or will exceed meaning of the 19.5% LimitCode. (bii) Notwithstanding anything to the contrary set forth in Section 8(a2.G(i), if an Exchange Notice (as defined herein) has been delivered as provided belowto the General Partner, then the General Partner, Gables Trust, the Partnership, or any combination of them Partner may, at their its option, within ten (10) Business Days after receipt of the Exchange Notice, elect to redeem or cause the Partnership to redeem all or a portion of the outstanding Series B D Preferred Units for cash in an amount equal to the original Capital Account balance of the holders of Contribution per Series B D Preferred Units Unit and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is The General Partner may exercise its option to redeem the Series D Preferred Units for cash pursuant to this 2.G(ii) by giving each holder of record of Series D Preferred Units notice of its election to redeem for cash, within fifteen (15) Business Days after receipt of the Exchange Notice, by (i) fax, and (ii) registered mail, postage paid, at the address of each holder as it may appear on the records of the Partnership stating (i) the redemption date, which shall be no later than sixty (60) days following the receipt of the Exchange Notice, (ii) the Redemption Price, (iii) the place or places where the Series D Preferred Units are to be surrendered for payment of the Redemption Price, (iv) that distributions on the Series D Preferred Units will cease to accrue on such redemption date; (v) that payment of the Redemption Price will be made upon presentation and surrender of the Series D Preferred Units and (vi) the aggregate number of Series D Preferred Units to be redeemed, and if fewer than all of the outstanding Series B D Preferred UnitsUnits are to be redeemed, the number of Series B D Preferred Units held by each holder to be redeemed held by such holder, which number shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B D Preferred Units that the total number of Series B D Preferred Units held by such holder represents) of the aggregate number of Series B D Preferred Units being redeemed. The redemption of Series D Preferred Units described in this Section 2.G(iii) shall be subject to the provisions of Section 2.F.(ii) and (iii); provided, however, that the term "Redemption Price" in such Sections shall be read to mean the original Capital Contribution per Series D Preferred Unit being redeemed plus all accrued and unpaid distributions to the redemption date. (ciii) In the event an exchange of any all or a portion of the Series B D Preferred Units pursuant to Section 8(a2.G(i) would violate the provisions on ownership limitation Ownership Limit of the Gables Trust General Partner set forth in Article 5 EIGHTH of the Declaration Charter, the General Partner will give written notice thereof to each holder of Trustrecord of Series D Preferred Units exercising such exchange right, within fifteen (15) Business Days following receipt of the Exchange Notice, by (i) fax, and (ii) mail, postage prepaid, at the address of each such holder set forth in the records of the Partnership. In such event, each holder of Series B D Preferred Units exercising its exchange right, shall be entitled to exchange, pursuant to the provisions of Section 8(d), exchange a number of Series B D Preferred Units which would comply with the provisions on such ownership limitation Ownership Limit of the Gables Trust ("Allowable Units") General Partner set forth in Article EIGHTH of the Charter and any Series B D Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an amount equal to the original Capital Account balance of the holders of Series B Preferred Units and all accumulatedContribution per Excess Unit, plus any accrued and unpaid distributions thereon to the date of redemption. The written notice of the General Partner shall state (i) the number of Excess Units held by such holder, (ii) the Redemption Price of the Excess Units, (iii) the date on which such Excess Units shall be redeemed, which date shall be no later than ninety (90) days following the receipt of the Exchange Notice, except as provided below, (iv) the place or places where such Excess Units are to be surrendered for payment of the Redemption Price, (iv) that distributions on the Excess Units will cease to accrue on such redemption attributable to date, and (v) that payment of the Redemption Price will be made upon presentation and surrender of such Excess Units. The redemption of Series D Preferred Units described in this Section 2.G(iii) shall be subject to the provisions of Section 2.F(ii) and (iii); provided, however, that the term "Redemption Price" in such Sections shall be read to mean the original Capital Contribution per Series D Preferred Unit being redeemed plus all accrued and unpaid distributions to the redemption date. The Partnership may at its option delay the payment of cash to effect redemption of Series D Preferred Units pursuant to this Section 2.G(iii) for up to two hundred seventy (270) days following the end of the 90 day period set forth in clause (iii) above of this Section 2.G(iii), provided that during such two hundred seventy (270) day period, the General Partner shall have no obligation pay, in addition to redeem the Redemption Price of the Excess Units for cash at and any accrued and unpaid distribution with respect to the Excess Units, to the holder of such time as the terms and provisions of any agreement Excess Units an amount equal to 1 1/4% per annum of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits original Capital Contribution per such redemption or provides that Excess Unit from the end of such redemption would constitute a breach thereof or a default thereunder, or if such redemption shall be restricted or prohibited by law; and provided, further, that 90 day period through the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange date of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Coderedemption. (div) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units holder who is exercising such exchange right, by (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(ai) hereoffax, and (ii) by (a) fax and (b) certified mail mail, postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B D Preferred Units, or cause a specified portion thereof, may be effected after the Partnership to redeem any portion of the Series B Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Units, within ten fifteenth (1015th) Business Days Day following receipt by the General Partner of the Exchange NoticeNotice by delivering certificates, (i) if the General Partner elects to cause the Partnership to acquire any of the any, representing such Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such redemption date, or (ii) if the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B D Preferred Units to be exchanged for Gables Trust together with written notice of exchange and a proper assignment of such Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B D Preferred Units to make the office of the Company maintained for such representations purpose. Currently, such office is Essex Property Trust, Inc., 000 X. Xxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000. (v) Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the Company as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to aforesaid and the exchange shall not be required to be registered under at the Securities Act of 1933, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid Exchange Price in effect at such time and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky lawson such date. The certificates representing the Gables Trust right to exchange Series B Preferred Shares issued upon exchange of the Series B D Preferred Units shall contain called for redemption will terminate upon receipt by the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDERholder of such Series D Preferred Units of a notice of redemption from the Partnership that pertains to such Series D Preferred Units. (evi) In the event of an exchange of Series B D Preferred Units for Gables Trust into shares of Series B D Preferred SharesStock, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B D Preferred Units tendered for exchange shall (i) accrue on the Gables Trust shares of the Series B D Preferred Shares Stock into which such Series B D Preferred Units are exchanged, exchanged and (ii) continue to accrue on such the Series B D Preferred Units, which Units so exchanged shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Unitsno longer be outstanding. (fvii) Fractional Gables Trust shares of Series B D Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable Company will pay a cash adjustment based upon the fair market value of the Gables Trust Series B D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the Gables TrustCompany. (g) In case the Gables Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership.

Exchange Rights. (ai) The Series B Preferred Units will be exchangeable first sentence of Section 8.6.A of the Original LLC Agreement, as previously amended and restated by Amendment No. 6, is hereby further amended and restated to read in whole but not in part unless expressly otherwise provided herein at any time on its entirety as follows: “On or after November 15(i) the First Exchange Date, 2008, at each Non-Managing Member shall have the option of the holders of 51% of all outstanding Series B Preferred Units, for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, right (subject to adjustment as described below, provided that the Series B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code terms and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred Shares, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary conditions set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then to require the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect Managing Member to cause the Partnership to redeem acquire all or a portion of the outstanding Series B Preferred Units for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred those Non-Managing Member Units held by such holder representsNon-Managing Member which were issued by the Company on the Initial Closing Date (the ‘First Traunch Non-Managing Member Units’), (ii) 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, but which do not constitute Third Traunch Non-Managing Member Units or Fourth Traunch Non-Managing Member Units (the ‘Second Traunch Non-Managing Member Units’), (iii) the Third 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 Member which were issued by the Company on the applicable Effective Date in connection with the Myriad IV Contribution Agreement and the Myriad IV Property (the ‘Third Traunch Non-Managing Member Units’), and (iv) the Fourth 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 Member which were issued by the Company on the applicable Effective Date in connection with the Myriad V/Lakeview Contribution Agreement, the Myriad V Property and the Lakeview Property (the ‘Fourth 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 aggregate Managing Member, either the Cash Amount or a number of Series B Preferred REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date.” (ii) The parties hereto hereby acknowledge and agree that the second sentence of Section 8.6.A of the Original LLC Agreement (i.e., relating to the acquisition of Membership Interests by a third party lender) shall have no application to the Third Traunch Non-Managing Member Units being redeemedor the Fourth Traunch Non-Managing Member Units. (ciii) In The parties hereto hereby acknowledge and agree that, notwithstanding anything to the event contrary in the LLC Agreement, as hereby amended, the Myriad IV Contribution Agreement or the Myriad V/Lakeview Contribution Agreement, (A) the terms and conditions of that certain Registration Rights Agreement dated as of August 17, 2001, by and among the Managing Member and certain other Persons named therein, shall have no application to any REIT Shares issued or issuable to any Non-Managing Member upon consummation of an exchange of Exchange by any Series B Preferred Units Non-Managing Member pursuant to Section 8(a) would violate the provisions on ownership limitation 8.6 of the Gables Trust set forth in Article 5 of the Declaration of TrustOriginal LLC Agreement, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d), a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed as previously amended by the Partnership for cash in an amount equal to the Capital Account balance Amendments and as further amended hereby, of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess Units; provided, however, that the Partnership shall have no obligation to redeem Excess Units for cash at such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or if such redemption shall be restricted or prohibited by law; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(a) hereof) by (a) fax and (b) certified mail postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred Units, or cause the Partnership to redeem any portion of the Series B Preferred Third Traunch Non-Managing Member Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Fourth Traunch Non-Managing Member Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and rights of each Non-Managing Member to require the Managing Member to file a registration statement (Cor include in any other registration statement) that distributions on with the Series B Preferred Units will cease to accrue on such redemption dateSEC with respect to, or (ii) if otherwise register or effectuate the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange shall not be required to be registered registration under the Securities Act of, any REIT Shares issued or issuable to such Non-Managing Member upon consummation of 1933an Exchange by such Non-Managing Member pursuant to Section 8.6 of the Original LLC Agreement, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith previously amended by the Board of Directors of the Gables Trust. (g) In case the Gables Trust shall be a party to any transaction (includingAmendments and as further amended hereby, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all any portion of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will Third Traunch Non-Managing Member Units or Fourth Traunch Non-Managing Member Units shall be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction governed by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the PartnershipMyriad V/Lakeview Registration Rights Agreement.

Exchange Rights. (a) The Series B Preferred Units will An Exchange Right Interest shall be exchangeable in whole but not in part unless expressly otherwise provided herein at any time on or after November 15, 2008exchangeable, at the option of such Limited Partner holding such Interest, with BGC Partners for BGC Partners Common Stock, on the holders terms, and subject to the conditions, set forth in this Article VIII. (i) An Exchangeable Limited Partner shall be entitled to exchange all or a portion of 51% its Exchangeable Limited Partnership Interest; provided that, in the case of all outstanding Series B Preferred Unitsthe Exchangeable Limited Partnership Interest issued on the date of this Agreement or prior to the first anniversary of the Closing Date (as defined in the Separation Agreement), such Exchangeable Limited Partnership Interest may be exchanged hereunder only on or after the first anniversary of the Closing Date (as defined in the Separation Agreement) or for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate exchanges that occur prior to the Merger or pursuant to the next sentence. Notwithstanding the foregoing or anything else to the contrary in this Agreement, prior to the first anniversary of one Gables Trust Series B Preferred Share from the General PartnerClosing Date (as defined in the Separation Agreement), Gables Trust, the Partnership, Cantor or any combination Cantor Company shall be entitled to exchange from time to time a portion of them its Exchangeable Limited Partnership Interests for one Series B Preferred Unit, subject up to adjustment as described below, an aggregate of 20 million shares of BGC Partners Class A Common Stock; provided that any such exchange shall be conditioned upon the Series B Preferred Units will become exchangeable at any timeconsummation of a broad-based public offering including all shares of BGC Partners Class A Common Stock received upon such exchange, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares where such offering is underwritten by a nationally recognized investment banking firm. (xii) if at any time full distributions A Founding Partner shall not have been timely made on be entitled to exchange any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, portion of its Founding Partner Interest; provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two the Exchangeable Limited Partners (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence affirmative vote of a defined event Majority in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred SharesInterest) may, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15their sole discretion, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect to cause the Partnership to redeem all or a portion of the outstanding Series B Preferred Founding Partner Units for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share exchangeable (based on the percentage including mandatorily exchangeable) with BGC Partners for shares of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units being redeemed. (c) In the event an exchange of any Series B Preferred Units BGC Partners Class A Common Stock pursuant to Section 8(a) would violate the provisions on ownership limitation of the Gables Trust set forth in Article 5 of the Declaration of Trust, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d8.01(c)(ii), a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess Units; provided, however, that the Partnership BGC Partners shall have no obligation not be required to redeem Excess Units for cash at effectuate such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or an exchange if such redemption Founding Partner Interest shall be restricted or prohibited by lawsubject to any Encumbrance; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(a) hereof) by (a) fax and (b) certified mail postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred UnitsHigh Distribution II Units or High Distribution III Units by a Founding Partner, or cause the Partnership to redeem any portion of the Series B Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such redemption date, or (ii) if the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange BGC Partners shall not be required to effectuate such exchange unless and until such Partner shall have paid in full any then outstanding CFLP HDII Account or CFLP HDIII Account with respect to such Units. The terms and conditions on which such Founding Partner Units shall become exchangeable (including the circumstances in which such Founding Partner Units shall be registered mandatorily exchangeable and/or cease to be exchangeable) shall be determined by the Exchangeable Limited Partners (by affirmative vote of a Majority in Interest). Notwithstanding the foregoing, Cantor shall not be able to make a Founding Partner Interest exchangeable if the terms and conditions of such exchange would in any way diminish or adversely affect the rights of BGC Partners or its Subsidiaries (it being understood that an obligation by BGC Partners to deliver shares of BGC Partners Class A Common Stock upon exchange shall not be deemed to diminish or adversely affect the rights of BGC Partners or its Subsidiaries). (iii) An REU Partner shall not be entitled to exchange any portion of its REU Interest; provided, however, that BGC Partners may, with the written consent of a Majority in Interest, cause all or a portion of the outstanding REUs to be exchangeable (including mandatorily exchangeable) with BGC Partners for shares of BGC Partners Class A Common Stock pursuant to Section 8.01(c)(iii); provided, however, that BGC Partners shall not be required to effectuate such an exchange if such REU Interest shall be subject to any Encumbrance. The terms and conditions on which such REUs shall become exchangeable (including the circumstances in which such REUs shall cease to be mandatorily exchangeable and/or exchangeable) shall be determined by BGC Partners, with the written consent of a Majority in Interest. (iv) A Working Partner shall not be entitled to exchange any portion of its Working Partner Interest; provided, however, that BGC Partners may, with the written consent of a Majority in Interest, cause all or a portion of the outstanding Working Partner Units to be exchangeable (including mandatorily exchangeable) with BGC Partners for shares of BGC Partners Class A Common Stock pursuant to Section 8.01(c)(iv); provided, however, that BGC Partners shall not be required to effectuate such an exchange if such Working Partner Interest shall be subject to any Encumbrance; provided, further, that in the case of any exchange of High Distribution II Units or High Distribution III Units by a Working Partner, BGC Partners shall not be required to effectuate such exchange unless and until such Partner shall have paid in full any then outstanding HDII Account or HDIII Account with respect to such Units. The terms and conditions on which such Working Partner Units shall become exchangeable (including the circumstances in which such Working Partner Units shall be mandatorily exchangeable and/or cease to be exchangeable) shall be determined by BGC Partners, with the written consent of a Majority in Interest. (v) Provisions of this Article VIII that apply to the exchange of an entire Exchange Right Interest shall also apply to an exchange of a portion of an Exchange Right Interest. Each Exchange shall be expressed in terms of a number of Units underlying the Exchange Right Interest being exchanged. Cantor may, on one occasion, designate any Exchange or Exchanges made as of a single date or as part of a series of related transactions as being intended to qualify for tax-deferred treatment under Section 351 of the Securities Act of 1933Code, in which case BGC Partners shall take such actions, at BGC Partners’ expense, as amendedmay be reasonably requested by Cantor to achieve such tax treatment. Subject to Section 4.09 of the Separation Agreement, or any state securities laws. Any Gables Trust Series B Preferred Shares BGC Partners acknowledges that for purposes of the foregoing, a request by Cantor to form a new parent holding company to which all of the holders of BGC Partners Common Stock are required to transfer their shares in connection with the consummation of an Exchange shall be a reasonable request. (c) (i) Exchangeable Limited Partnership Interests issued on the date of this Agreement pursuant to the Contribution and any Exchangeable Limited Partnership Interests issued after the date of this Section 8 Agreement shall be delivered as exchangeable for a number of shares which are duly authorizedof BGC Partners Class B Common Stock equal to the Exchange Ratio multiplied by the Units so exchanged; provided that, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT event that (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR the Electing Partner elects to receive BGC Partners Class A Common Stock and/or (B) IF THE CORPORATION HAS BEEN FURNISHED WITH there shall be not be any authorized and unissued shares of BGC Partners Class B Common Stock, such Exchangeable Limited Partnership Interests shall be exchangeable for a number of shares of BGC Partners Class A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount Common Stock equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith Exchange Ratio multiplied by the Board of Directors of the Gables TrustUnits so exchanged. (g) In case the Gables Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership.

Exchange Rights. (a) The Series B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at any time on or after November 15, 2008, at the option of the holders of 51% of all outstanding Series B C Preferred Units, for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, subject to adjustment as described below, provided that the Series B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred Shares, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such Each holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect to cause the Partnership to redeem all or a portion of the outstanding Series B Preferred Units for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units being redeemed. (c) In the event an exchange of any Series B Preferred Units pursuant to Section 8(a) would violate the provisions on ownership limitation of the Gables Trust set forth in Article 5 of the Declaration of Trust, each holder of Series B C Preferred Units shall be entitled to exchangeexchange Series C Preferred Units for REIT Shares, pursuant at such holder’s option, on the following terms and subject to the provisions of Section 8(d)following conditions: (i) At any time after the Series C Issuance Date, a number each holder of Series B C Preferred Units which would comply with the provisions on such ownership limitation at its option may exchange each of the Gables Trust ("Allowable Units") and any its Series B C Preferred Units not so exchanged for one and 11/100 (the "Excess Units"1.11) shall be redeemed by the Partnership for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess UnitsREIT Shares; provided, however, that no Series C Preferred Units may be exchanged on any proposed Series C Exchange Date pursuant to this Section 22.8 unless at least 20,000 Series C Preferred Units, in the Partnership shall have no obligation aggregate, are exchanged by one or more holders thereof on such Series C Exchange Date pursuant to redeem Excess Units for cash at such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or if such redemption shall be restricted or prohibited by law; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the Series C Exchange Notices. Each holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B C Preferred Units and related issuance of Gables Trust that has delivered a Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "C Exchange Notice") delivered Notice to the General Partner and Gables Trust by the holders of at least 51% of the outstanding may rescind such Series B Preferred Units (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(a) hereof) by (a) fax and (b) certified mail postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred Units, or cause the Partnership to redeem any portion of the Series B Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), C Exchange Notice by delivering written notice of such rescission to each holder of record of Series B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects prior to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing C Exchange Date specified in the Preferred Shares being issued in exchange for the applicable Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the C Exchange Notice, (B) the redemption price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such redemption date, or . (ii) if The exchange rate is subject to adjustment upon subdivisions, stock splits, stock dividends, combinations and reclassification of REIT Shares. The adjustment to the exchange rate will be determined by the General Partner elects to cause such that each Series C Preferred Unit will thereafter be exchangeable into the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (kind and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery amount of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) common or simultaneously with other capital stock which would have been received if the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything exchange had occurred immediately prior to the contrary contained hereinrecord date for such subdivision, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchangestock split, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933stock dividend, as amended, combination or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange reclassification of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDERREIT Shares. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the Gables Trust. (giii) In case the Gables Trust General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all 57 of Gables Trustthe General Partner's capital stock or sale of all or substantially all of Gables Trustthe General Partner's assets), in each case as a result of which the Gables Trust Series B Preferred REIT Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B C Preferred Unit will thereafter be convertible or exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred REIT Shares or fraction thereof into which one Series B C Preferred Unit was convertible or exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership.

Exchange Rights. (a) The Series B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein 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 November 156, 20081997 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 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 date fixed for redemption or, in case this Security or a portion hereof shall be called for redemption in accordance with Section 10.11 of the Indenture and 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 Security, or any portion thereof which is $1,000 or a multiple of $1,000, into fully paid and non-assessable shares of Vencor Common Stock, 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 option Exchange Rate of 25.9403 shares of Vencor Common Stock (or such other securities, property or cash) for each $1,000 principal amount of the holders Securities (the "Exchange Rate") or at the adjusted Exchange Rate in effect at the date of 51% exchange if an adjustment has been made, determined as provided in the Indenture, upon surrender of all outstanding Series B Preferred Unitsthis 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 shares of Vencor Common Stock in exchange for authorized but previously unissued Gables Trust Series B Preferred Shares 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 shares of Vencor Common Stock 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 shares of Vencor Common Stock, subject to certain conditions as more fully described in the Indenture. Except as expressly provided in the Indenture, no payment or adjustment shall be made on account of interest accrued on this Security (or portion thereof) so exchanged or on account of any 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 rate as aforesaid, shall be duly endorsed by, or be accompanied by instruments of one Gables Trust Series B Preferred Share from transfer, in form satisfactory to the General PartnerCompany, Gables Trustduly executed by, the Partnership, holder or any combination of them for one Series B Preferred Unit, by his duly authorized attorney. The Exchange Rate from time to time in effect is subject to adjustment as described below, provided that the Series B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred Shares, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect to cause the Partnership to redeem all or a portion of the outstanding Series B Preferred Units for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units being redeemed. (c) In the event an exchange of any Series B Preferred Units pursuant to Section 8(a) would violate the provisions on ownership limitation of the Gables Trust set forth in Article 5 of the Declaration of Trust, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d), a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess Units; provided, however, that the Partnership shall have no obligation to redeem Excess Units for cash at such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or if such redemption shall be restricted or prohibited by law; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(a) hereof) by (a) fax and (b) certified mail postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred Units, or cause the Partnership to redeem any portion of the Series B Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such redemption date, or (ii) if the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities Indenture. No fractional interest in Vencor Common Shares (or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares other securities) will be issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, but an adjustment in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the Gables Trust. (g) In case the Gables Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or made for any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except fractional interest as provided above, in the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the PartnershipIndenture.

Exchange Rights. (ai) The Unless called for redemption as described above under "Optional Redemption," Series B C Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at any time anytime on or after November 15, 2008the tenth anniversary of the Issue Date, at the option of the holders of 51% of all outstanding Series B Preferred Unitsthereof, for authorized but previously unissued Gables Trust shares of the Company's Series B C Preferred Shares Stock at an exchange price of $50.00 per share of Series C Preferred Stock (equivalent to an exchange rate of one Gables Trust share of Series B C Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them Stock for one each Series B C Preferred Unit), subject to adjustment as described belowbelow (the "Exchange Price"), provided that the Series B C Preferred Units will become immediately exchangeable at any time, time in whole but not or in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding for Series B C Preferred Units for Gables Trust Series B Preferred Shares (xy) if at any time full distributions shall not have been timely made on any outstanding Series B C Preferred Unit Units with respect to any six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, such that a distributions for such six (6) distribution periods have not been fully paid and are outstanding in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after whole or in part at the applicable Series B Distribution Payment Date, same time or (yz) upon receipt by a holder or holders of Series B C Preferred Units of (A) notice from the General Partner that the General Partner or a subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation occurrence of an identified a defined event in the immediate future will be, be a "Publicly Traded Partnershippublicly traded partnership" (a "PTP") within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended, and (B) an opinion rendered by independent counsel to the General Partner familiar with such matters matter (or, in the event of a conflict, other reputable independent counsel designated by such General Partner counsel), addressed to a holder or holders of Series B C Preferred Units, that the Partnership is is, or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B C Preferred Units may be exchanged for Gables Trust Series B C Preferred Shares, Stock in whole but not or in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and any holder prior to November 15, 2008 the tenth anniversary of the Issue Date and after the third anniversary thereof if such holders of Series B Preferred Units deliver holder delivers to the General Partner Partnership and the Company either (Ai) a private letter ruling addressed to such a holder of Series B C Preferred Units or (Bii) an opinion of independent counsel reasonably acceptable to the Company based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such an exchange of the Series B C Preferred Units at such earlier time would not cause the Series B C Preferred Units to be considered "stock and securities" within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series B C Preferred Units is an "investment company" under Section section 721(b) of the Code if an exchange is permitted at such earlier date. FurthermoreThe Series C Preferred Units will become exchangeable in whole or in part at the option of the holders of the Series C Preferred Units if (i) the Partnership is advised by independent counsel that, based on the assets and income of the Partnership for a taxable year after 1998, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code; or (ii) any holder of the Series B C Preferred UnitsUnits shall deliver to the Partnership and the Company an opinion of independent counsel reasonably acceptable to the Company to the effect that, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results the assets and income of the Partnership for a taxable year after 1998, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that there exists (in the reasonable judgment of Contributor) an imminent and substantial such failure would create a meaningful risk that a holder of the Contributor's interest in the Partnership represents or will exceed the 19.5% LimitSeries C Preferred Units would fail to maintain its qualification as a real estate investment trust. (bii) Notwithstanding anything to the contrary set forth in Section 8(a2.G.(i), if an Exchange Notice (as defined herein) has been delivered as provided belowto the General Partner, then the General Partner, Gables Trust, the Partnership, or any combination of them Partner may, at their its option, within ten (10) Business Days after receipt of the Exchange Notice, elect to redeem or cause the Partnership to redeem all or a portion of the outstanding Series B C Preferred Units for cash in an amount equal to the original Capital Account balance of the holders of Contribution per Series B C Preferred Units Unit and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is The General Partner may exercise its option to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units being redeemed. (c) In the event an exchange of any Series B Preferred Units pursuant to Section 8(a) would violate the provisions on ownership limitation of the Gables Trust set forth in Article 5 of the Declaration of Trust, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d), a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess Units; provided, however, that the Partnership shall have no obligation to redeem Excess Units for cash at such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or if such redemption shall be restricted or prohibited by law; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(a) hereof) by (a) fax and (b) certified mail postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred Units, or cause the Partnership to redeem any portion of the Series B C Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such redemption date, or (ii) if the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the Gables Trust. (g) In case the Gables Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership.2.G.

Exchange Rights. (ai) The Unless called for redemption as described above under “Optional Redemption,” Series B Preferred Units will be exchangeable in whole but not or in part unless expressly otherwise provided herein at any time anytime on or after November 15January 1, 20082014, at the option of the holders of 51% of all outstanding Series B Preferred Unitsthereof, for authorized but previously unissued Gables Trust shares of the Company’s Series B Preferred Shares Stock at an exchange price of $50.00 per share of Series B Preferred Stock (equivalent to an exchange rate of one Gables Trust share of Series B Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them Stock for one each Series B Preferred Unit), subject to adjustment as described belowbelow (the “Exchange Price”), provided that the Series B Preferred Units will become immediately exchangeable at any time, time in whole but not or in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding for Series B Preferred Units for Gables Trust Series B Preferred Shares (xy) if at any time full distributions shall not have been timely made on any outstanding Series B Preferred Unit Units with respect to any six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, Date if at the time of such payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made or (yz) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner or a subsidiary of the General Partner has taken the position that the Partnership is, or upon the consummation occurrence of an identified a defined event in the immediate future will be, be a "Publicly Traded Partnership" “publicly traded partnership” (a "“PTP"”) within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended, and (B) an opinion rendered by independent counsel to the General Partner familiar with such matters matter (or, in the event of a conflict, other reputable independent counsel designated by such General Partner counsel), addressed to a holder or holders of Series B Preferred Units, that the Partnership is is, or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred Shares, Stock in whole but not or in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and any holder prior to November 15January 1, 2008 2014 if such holders of Series B Preferred Units deliver holder delivers to the General Partner Partnership and the Company either (Ai) a private letter ruling addressed to such a holder of Series B Preferred Units or (Bii) an opinion of independent counsel reasonably acceptable to the Company based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such an exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "“stock and securities" ” within the meaning of Section section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "“investment company" ” under Section section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, Units may be exchanged in whole but not or in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares Stock at any time, if Contributor concludes both (a) based on results or projected results that results, there exists (exists, in the reasonable judgment of Contributor) the holder an imminent and substantial risk that the Contributor's such holder’s interest in the Partnership represents or will exceed the represent more than 19.5% Limitof the total profits or capital interests in the Partnership for a taxable year, and (b) the holder thereof delivers to the Company an opinion of nationally recognized independent counsel to the effect that there is a substantial risk that such holder’s interest in the Partnership represents or will represent more than 19.5% of the total profits or capital interests in the Partnership (determined in accordance with Treasury Regulations Section 1.731-2(e)(4)) for a taxable year; for purposes of this provision, as of April 20, 1998 and giving effect to the receipt by the holder of Series B Preferred Units of 400,000 Series B Preferred Units as of such date, it is deemed that as of such date there was not a substantial risk that such holder’s interest in the Partnership will represent more than such 19.5% and such a substantial risk shall be deemed to occur only if there is a material increase, from the holder’s level as of such date, in the percentage of total profits or capital interests in the Partnership represented by the holder’s interest. For purposes of the exchange rights granted hereunder, with regard to all Series B Preferred Units issued pursuant to the Contribution Agreement dated February 6, 1998 and all Series B Preferred Units issued pursuant to the Contribution Agreement dated April 20, 1998, the Issue Date shall be deemed to be February 6, 1998. The Series B Preferred Units will become exchangeable at any time in whole or in part at the option of the holders of the Series B Preferred Units if, at any time (i) the Partnership is advised by independent counsel that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code; or (ii) any holder of the Series B Preferred Units shall deliver to the Partnership and the General Partner an opinion of independent counsel reasonably acceptable to the General Partner to the effect that, based on the assets and income of the Partnership for a taxable year after 1999, the Partnership would not satisfy the income and assets tests of Section 856 of the Code for such taxable year if the Partnership were a real estate investment trust within the meaning of the Code and that such failure would create a meaningful risk that a holder of the Series B Preferred Units would fail to maintain qualification as a real estate investment trust within the meaning of the Code. (bii) Notwithstanding anything to the contrary set forth in Section 8(a2.G.(i), if an Exchange Notice (as defined herein) has been delivered as provided belowto the General Partner, then the General Partner, Gables Trust, the Partnership, or any combination of them Partner may, at their its option, within ten (10) Business Days after receipt of the Exchange Notice, elect to redeem or cause the Partnership to redeem all or a portion of the outstanding Series B Preferred Units for cash in an amount equal to the original Capital Account balance of the holders of Contribution per Series B Preferred Units Unit and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is The General Partner may exercise its option to redeem the Series B Preferred Units for cash pursuant to this 2.G.(ii) by giving each holder of record of Series B Preferred Units notice of its election to redeem for cash, within fifteen (15) Business Days after receipt of the Exchange Notice, by (i) fax, and (ii) registered mail, postage paid, at the address of each holder as it may appear on the records of the Partnership stating (i) the redemption date, which shall be no later than sixty (60) days following the receipt of the Exchange Notice, (ii) the redemption price, (iii) the place or places where the Series B Preferred Units are to be surrendered for payment of the redemption price, (iv) that distributions on the Series B Preferred Units will cease to accrue on such redemption date; (v) that payment of the redemption price will be made upon presentation and surrender of the Series B Preferred Units and (vi) the aggregate number of Series B Preferred Units to be redeemed, and if fewer than all of the outstanding Series B Preferred UnitsUnits are to be redeemed, the number of Series B Preferred Units held by each holder to be redeemed held by such holder, which number shall equal such holder's ’s pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units being redeemed. The redemption of Series B Preferred Units described in this Section 2.G.(iii) shall be subject to the provisions of Section 2.F.(ii) and (iii); provided, however, that the term “Redemption Price” in such Sections shall be read to mean the original Capital Contribution per Series B Preferred Unit being redeemed plus all accrued and unpaid distributions to the redemption date. (ciii) In the event an exchange of any all or a portion of the Series B Preferred Units pursuant to Section 8(a2.G.(i) would violate the provisions on ownership limitation Ownership Limit of the Gables Trust General Partner set forth in Article 5 EIGHTH of the Declaration Charter, the General Partner will give written notice thereof to each holder of Trustrecord of Series B Preferred Units exercising such exchange right, within fifteen (15) Business Days following receipt of the Exchange Notice, by (i) fax, and (ii) mail, postage prepaid, at the address of each such holder set forth in the records of the Partnership. In such event, each holder of Series B Preferred Units exercising its exchange right, shall be entitled to exchange, pursuant to the provisions of Section 8(d), exchange a number of Series B Preferred Units which would comply with the provisions on such ownership limitation Ownership Limit of the Gables Trust ("Allowable Units") General Partner set forth in Article EIGHTH of the Charter and any Series B Preferred Units not so exchanged (the "“Excess Units"”) shall be redeemed by the Partnership for cash in an amount equal to the original Capital Account balance of the holders of Series B Preferred Units and all accumulatedContribution per Excess Unit, plus any accrued and unpaid distributions thereon to the date of redemption. The written notice of the General Partner shall state (i) the number of Excess Units held by such holder, (ii) the redemption attributable price of the Excess Units, (iii) the date on which such Excess Units shall be redeemed, which date shall be no later than ninety (90) days following the receipt of the Exchange Notice, except as provided below, (iv) the place or places where such Excess Units are to be surrendered for payment of the redemption price, (iv) that distributions on the Excess Units will cease to accrue on such redemption date, and (v) that payment of the redemption price will be made upon presentation and surrender of such Excess Units. The redemption of Series B Preferred Units described in this Section 2.G.(iii) shall be subject to the provisions of Section 2.F.(ii) and (iii); provided, however, that the Partnership shall have no obligation to redeem Excess Units for cash at term “Redemption Price” in such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or if such redemption Sections shall be restricted or prohibited by law; and provided, further, that read to mean the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust original Capital Contribution per Series B Preferred Shares if Unit being redeemed plus all accrued and unpaid distributions to the requested exchange redemption date. The Partnership may at its option delay the payment of cash to effect redemption of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares pursuant to such holder this Section 2.G.(iii) for up to two hundred seventy (whether 270) days following the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) end of the Code90 day period set forth in clause (iii) above of this Section 2.G.(iii), provided that during such two hundred seventy (270) day period, the Corporation shall pay, in addition to the redemption price of the Excess Units and any accrued and unpaid distribution with respect to the Excess Units, to the holder of such Excess Units an amount equal to 1 ¼% per annum of the original Capital Contribution per such Excess Unit from the end of such 90 day period through the date of redemption. (div) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "“Exchange Notice"”) delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units holder who is exercising such exchange right, by (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(ai) hereoffax, and (ii) by (a) fax and (b) certified mail mail, postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred Units, or cause a specified portion thereof, may be effected after the Partnership to redeem any portion of the Series B Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Units, within ten fifteenth (1015th) Business Days Day following receipt by the General Partner of the Exchange NoticeNotice by delivering certificates, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstandingany, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such redemption date, or (ii) if the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in together with written notice of exchange and a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders proper assignment of such Series B Preferred Units to make the office of the Company maintained for such representations as may purpose. Currently, such office is Essex Property Trust, Inc., 000 Xxxx Xxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000. (v) Each exchange will be reasonably necessary for the Gables Trust deemed to establish that the issuance of Gables Trust Series B Preferred Shares pursuant have been effected immediately prior to the exchange shall not be required to be registered under close of business on the Securities Act of 1933, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares date on which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the such Series B Preferred Units to be exchanged (together with all required documentation) shall contain have been surrendered and notice shall have been received by the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDERCompany as aforesaid and the exchange shall be at the Exchange Price in effect at such time and on such date. The right to exchange Series B Preferred Units called for redemption will terminate upon receipt by the holder of such Series B Preferred Units of a notice of redemption from the Partnership that pertains to such Series B Preferred Units. (evi) In the event of an exchange of Series B Preferred Units for Gables Trust into shares of Series B Preferred SharesStock, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust shares of the Series B Preferred Shares Stock into which such Series B Preferred Units are exchanged, exchanged and (ii) continue to accrue on such the Series B Preferred Units, which Units so exchanged shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder no longer be outstanding. (vii) Fractional shares of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable Company will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the Gables TrustCompany. (g) In case the Gables Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership.

Exchange Rights. (a) The Series B Preferred Units will be exchangeable first sentence of Section 8.6.A of the Original LLC Agreement, as previously amended and restated by Amendment No. 8, is hereby further amended and restated to read in whole but not in part unless expressly otherwise provided herein at any time on its entirety as follows: “On or after November 15(i) the First Exchange Date, 2008, at each Non-Managing Member shall have the option of the holders of 51% of all outstanding Series B Preferred Units, for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, right (subject to adjustment as described below, provided that the Series B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code terms and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred Shares, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary conditions set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then to require the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect Managing Member to cause the Partnership to redeem acquire all or a portion of the outstanding Series B Preferred Units for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred those Non-Managing Member Units held by such holder representsNon-Managing Member which were issued by the Company on the Initial Closing Date (the ‘First Traunch Non-Managing Member Units’), (ii) 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 Member which were issued by the Company at any time after the Initial Closing Date, but which do not constitute Third Traunch Non-Managing Member Units, Fourth Traunch Non-Managing Member Units, Fifth Traunch Non-Managing Member Units or Sixth Traunch Non-Managing Member Units (the ‘Second Traunch Non-Managing Member Units’), (iii) the Third 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 Member which were issued by the Company on the applicable Effective Date in connection with the Myriad IV Contribution Agreement and the Myriad IV Property (the ‘Third Traunch Non-Managing Member Units’), (iv) the Fourth 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 Member which were issued by the Company on the applicable Effective Date in connection with the Myriad V/Lakeview Contribution Agreement, the Myriad V Property and the Lakeview Property (the ‘Fourth Traunch Non-Managing Member Units’), (v) the Fifth 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 Member which were issued by the Company on the applicable Effective Date in connection with the 2012 Contribution Agreement and the Xxxxx Initial Properties (the ‘Fifth Traunch Non-Managing Member Units’), and (vi) the Sixth 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 Member which were issued by the Company on the applicable Effective Date in connection with the 2012 Contribution Agreement and the Xxxxx Subsequent Properties (the ‘Sixth 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 aggregate number of Series B Preferred Units being redeemed. (c) In Managing Member, either the event an exchange of any Series B Preferred Units pursuant to Section 8(a) would violate the provisions on ownership limitation of the Gables Trust set forth in Article 5 of the Declaration of Trust, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d), Cash Amount or a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an amount REIT Shares equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess Units; provided, however, that the Partnership shall have no obligation to redeem Excess Units for cash at such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or if such redemption shall be restricted or prohibited by law; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred REIT Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(a) hereof) by (a) fax and (b) certified mail postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred Units, or cause the Partnership to redeem any portion of the Series B Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and (C) that distributions Amount payable on the Series B Preferred Units will cease to accrue on such redemption date, or (ii) if the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDERSpecified Exchange Date. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the Gables Trust. (g) In case the Gables Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership.”

Exchange Rights. (a) The Series B Preferred Units will An Exchange Right Interest shall be exchangeable in whole but not in part unless expressly otherwise provided herein at any time on or after November 15, 2008exchangeable, at the option of the holders of 51% of all outstanding Series B Preferred UnitsLimited Partner holding such Interest, with BGC Partners for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from BGC Partners Common Stock, on the General Partnerterms, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, and subject to adjustment as described belowthe conditions, provided that the Series B Preferred Units will become exchangeable at any timeset forth in this Article VIII. (i) Subject to Section 8.01(c), an Exchangeable Limited Partner shall be entitled to exchange all or a portion of its Exchangeable Limited Partnership Interest in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares an Exchange. (xii) if at any time full distributions A Founding Partner shall not have been timely made on be entitled to exchange any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, portion of its Founding Partner Interest in an Exchange; provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two that, subject to Section 8.01(c), the Exchangeable Limited Partners (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence affirmative vote of a defined event Majority in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred SharesInterest) may, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15their sole discretion, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect to cause the Partnership to redeem all or a portion of the outstanding Series B Preferred Founding Partner Units for cash to be exchangeable (including mandatorily exchangeable) in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the aggregate number of Series B Preferred Units being redeemed. (c) In the event an exchange of any Series B Preferred Units pursuant to Section 8(a) would violate the provisions on ownership limitation of the Gables Trust set forth in Article 5 of the Declaration of Trust, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d), a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess UnitsExchange; provided, however, that the Partnership BGC Partners shall have no obligation not be required to redeem Excess Units for cash at effectuate such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or an exchange if such redemption Founding Partner Interest shall be restricted or prohibited by lawsubject to any Encumbrance; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of any exchange of High Distribution II Units or High Distribution III Units by a Founding Partner, BGC Partners shall not be required to effectuate such exchange unless and until such Partner shall have paid in full any then-outstanding CFLP HDII Account or CFLP HDIII Account with respect to such Units. The terms and conditions on which such Founding Partner Units shall become exchangeable in an Exchange (including the circumstances in which such Founding Partner Units shall be mandatorily exchangeable and/or cease to be exchangeable) shall be determined by the Exchangeable Limited Partners (by affirmative vote of a Majority in Interest). Notwithstanding the foregoing, Cantor shall not be able to make a Founding Partner Interest exchangeable if the terms and conditions of such exchange would in any way diminish or adversely affect the rights of BGC Partners or its Subsidiaries (it being understood that an obligation by BGC Partners to deliver shares of BGC Partners Class A Common Stock upon exchange shall not be deemed to diminish or adversely affect the rights of BGC Partners or its Subsidiaries). (iii) An REU Partner shall not be entitled to exchange any portion of its REU Interest in an Exchange; provided, however, that, subject to Section 8.01(c), BGC Partners may, with the written consent of a Majority in Interest, cause all or a portion of the outstanding REUs to be exchangeable (including mandatorily exchangeable) in an Exchange; provided, however, that BGC Partners shall not be required to effectuate such an exchange pursuant if such REU Interest shall be subject to any Encumbrance. The terms and conditions on which such REUs shall become exchangeable in an Exchange (including the circumstances in which such REUs shall cease to be mandatorily exchangeable and/or exchangeable) shall be determined by BGC Partners, with the written consent of a Majority in Interest. (iv) A Working Partner shall not be entitled to exchange any portion of its Working Partner Interest in an Exchange; provided, however, that, subject to Section 8.01(c), BGC Partners may, with the written consent of a Majority in Interest, cause all or a portion of the outstanding Working Partner Units to be exchangeable (including mandatorily exchangeable) in an Exchange; provided, however, that BGC Partners shall not be required to effectuate such an exchange if such Working Partner Interest shall be subject to any Encumbrance; provided, further, that in the case of any exchange of High Distribution II Units or High Distribution III Units by a Working Partner, BGC Partners shall not be required to effectuate such exchange unless and until such Partner shall have paid in full any then-outstanding HDII Account or HDIII Account with respect to such Units. The terms and conditions on which such Working Partner Units shall become exchangeable in an Exchange (including the circumstances in which such Working Partner Units shall be mandatorily exchangeable and/or cease to be exchangeable) shall be determined by BGC Partners, with the written consent of a Majority in Interest. (v) Provisions of this Article VIII that apply to the last sentence exchange of an entire Exchange Right Interest shall also apply to an exchange of a portion of an Exchange Right Interest. Each Exchange shall be expressed in terms of a number of Units underlying the Exchange Right Interest being exchanged. Cantor may, on one occasion, designate any Exchange or Exchanges made as of a single date or as part of a series of related transactions as being intended to qualify for tax-deferred treatment for U.S. federal income tax purposes, in which case BGC Partners shall take such actions, at BGC Partners’ expense, as may be reasonably requested by Cantor to achieve such tax treatment. Subject to Section 8(a4.09 of the Separation Agreement, BGC Partners acknowledges that for purposes of the foregoing, a request by Cantor to form a new parent holding company to which all of the holders of BGC Partners Common Stock are required to transfer their shares in connection with the consummation of an Exchange shall be a reasonable request. (vi) hereof) by (a) fax and (b) certified mail postage prepaid. The General PartnerNotwithstanding anything to the contrary herein, Gables Trust and BGC Partners, the Partnership, but subject to Section 8.01(c), Newmark and Newmark Holdings agree that if, after the Holdings Partnership Division, BGC Partners or the General Partner has a right to determine whether a Non-Exchangeable Legacy Unit becomes an Exchange Right Unit, then (A) with respect to any combination such Non-Exchangeable Legacy Unit held by a Newmark Employee or a Former Newmark Employee, BGC Partners or the General Partner shall follow the instructions of them may effect any exchange Newmark and the general partner of Series B Preferred UnitsNewmark with respect to such determination, including whether to make all or cause the Partnership to redeem any portion of the Series B Preferred Units for cash such Non-Exchangeable Legacy Unit exchangeable pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder an Exchange and the terms and conditions for such grant of record of Series B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Noticeexchangeability, (B) with respect to any such Non-Exchangeable Legacy Unit held by a BGC Employee or a Former BGC Employee, BGC Partners or the redemption priceGeneral Partner shall make its own determination, including whether to make all or any portion of such Non-Exchangeable Legacy Unit exchangeable pursuant to an Exchange and the terms and conditions for such grant of exchangeability, and (C) that distributions on the Series B Preferred Units will cease with respect to accrue on any such redemption dateNon-Exchangeable Legacy Unit held by a Shared Services Employee, (x) BGC Partners or (ii) if the General Partner elects to cause shall follow the Partnership to redeem all instructions of Newmark and the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery general partner of shares of Gables Trust Series B Preferred Shares (Newmark with respect to Series B Preferred Units exchanged) such determination, including as to whether to make all or simultaneously with any portion of such Non-Exchangeable Legacy Unit exchangeable pursuant to an Exchange and the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything terms and conditions for such grant of exchangeability, to the contrary contained hereinextent that the grant of exchangeability relates to compensation for services by such Shared Service Employee to members of the Newmark Group and (y) BGC Partners or the General Partner shall make its own determination as to whether to make all or any portion of such Non-Exchangeable Legacy Unit exchangeable pursuant to an Exchange and the terms and conditions for such grant of exchangeability, to the extent that the grant of exchangeability relates to compensation for services by such Shared Service Employee to members of the BGC Partners Group; provided that, in each of the above cases, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock such grant of exchangeability pursuant to this Section 8 an Exchange for a BGC Executive Officer shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant subject to the exchange shall not be required to be registered under the Securities Act approval of 1933, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the Gables Trust. (g) In case the Gables Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership.Compensation

Exchange Rights. (a) The Series B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at any time on first two sentences of Subsection A of Section 8.6 are hereby deleted and replaced with the following: On or after November 15the First Exchange Date, 2008, at each Non-Managing Member shall have the option of the holders of 51% of all outstanding Series B Preferred Units, for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, right (subject to adjustment as described below, provided that the Series B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code terms and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred Shares, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary conditions set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then to require the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect Managing Member to cause the Partnership to redeem acquire all or a portion of the outstanding Series B Preferred Units for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred those Non-Managing Member Units held by such holder representsNon-Managing Member which were issued by the Company on the Initial Closing Date (the “First Traunch Non-Managing Member Units”), 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 as of August 17, 2001, which were issued by the Company at any time after the Initial Closing Date (the “Second Traunch Non-Managing Member Units”), and on or after the Third 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 Second Exchange Date (the “Third 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 an in the sole and absolute discretion of the aggregate number of Series B Preferred Units being redeemed. (c) In Managing Member, either the event an exchange of any Series B Preferred Units pursuant to Section 8(a) would violate the provisions on ownership limitation of the Gables Trust set forth in Article 5 of the Declaration of Trust, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d), Cash Amount or a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed by the Partnership for cash in an amount REIT Shares equal to the Capital Account balance 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 the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to debt secured by such Excess Units; provided, however, that the Partnership Membership Interest in accordance with Section 11.3.A hereof shall have no obligation the right to redeem Excess tender such Non-Managing Member Units for cash at such time as Exchange (subject to the terms and provisions conditions set forth herein) and require the Managing Member to acquire all of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits those Non-Managing Member Units which were acquired by such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or if such redemption shall be restricted or prohibited by law; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares lender pursuant to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner foreclosure and Gables Trust which were issued by the holders of Company at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(a) hereof) by (a) fax and (b) certified mail postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred Units, or cause the Partnership to redeem any portion of the Series B Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such redemption date, or (ii) if the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day year prior to the exchange date related Specified Exchange Date regardless of whether the Second Exchange Date or the Third Exchange Date, as determined in good faith applicable, will have occurred by the Board of Directors of the Gables Trustrelated Specified Exchange Date. (g) In case the Gables Trust shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership.

Exchange Rights. (ai) The Series B Preferred Units will be exchangeable first sentence of Section 8.6.A of the Original LLC Agreement, as previously amended and restated by Amendment No. 7, is hereby further amended and restated to read in whole but not in part unless expressly otherwise provided herein at any time on its entirety as follows: “On or after November 15(i) the First Exchange Date, 2008, at each Non-Managing Member shall have the option of the holders of 51% of all outstanding Series B Preferred Units, for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, right (subject to adjustment as described below, provided that the Series B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code terms and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred Shares, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units at such earlier time would not cause the Series B Preferred Units to be considered "stock and securities" within the meaning of Section 351(e) of the Code for purposes of determining whether the holder of such Series B Preferred Units is an "investment company" under Section 721(b) of the Code if an exchange is permitted at such earlier date. Furthermore, the Series B Preferred Units, if Contributor so determines, may be exchanged in whole but not in part (regardless of whether held by Contributor) for Gables Trust Series B Preferred Shares if Contributor concludes based on results or projected results that there exists (in the reasonable judgment of Contributor) an imminent and substantial risk that the Contributor's interest in the Partnership represents or will exceed the 19.5% Limit. (b) Notwithstanding anything to the contrary conditions set forth in Section 8(a), if an Exchange Notice (as defined herein) has been delivered as provided below, then to require the General Partner, Gables Trust, the Partnership, or any combination of them may, at their option, within ten (10) Business Days after receipt of the Exchange Notice, elect Managing Member to cause the Partnership to redeem acquire all or a portion of the outstanding Series B Preferred Units for cash in an amount equal to the Capital Account balance of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption. If the foregoing election is to redeem fewer than all of the outstanding Series B Preferred Units, the number of Series B Preferred Units held by each holder to be redeemed shall equal such holder's pro rata share (based on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred those Non-Managing Member Units held by such holder representsNon-Managing Member which were issued by the Company on the Initial Closing Date (the ‘First Traunch Non-Managing Member Units’), (ii) 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 Member which were issued by the Company at any time after the Initial Closing Date, but which do not constitute Third Traunch Non-Managing Member Units, Fourth Traunch Non-Managing Member Units or Fifth Traunch Non-Managing Member Units (the ‘Second Traunch Non-Managing Member Units’), (iii) the Third 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 Member which were issued by the Company on the applicable Effective Date in connection with the Myriad IV Contribution Agreement and the Myriad IV Property (the ‘Third Traunch Non-Managing Member Units’), (iv) the Fourth 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 Member which were issued by the Company on the applicable Effective Date in connection with the Myriad V/Lakeview Contribution Agreement, the Myriad V Property and the Lakeview Property (the ‘Fourth Traunch Non-Managing Member Units’), and (v) the Fifth 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 Member which were issued by the Company on the applicable Effective Date in connection with the 2012 Contribution Agreement and the Xxxxx Initial Properties (the ‘Fifth 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 aggregate Managing Member, either the Cash Amount or a number of Series B Preferred REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date.” (ii) The parties hereto hereby acknowledge and agree that the second sentence of Section 8.6.A of the Original LLC Agreement (i.e., relating to the acquisition of Membership Interests by a third party lender) shall have no application to the Third Traunch Non-Managing Member Units, the Fourth Traunch Non-Managing Member Units being redeemedor the Fifth Traunch Non-Managing Member Units. (ciii) In The parties hereto hereby acknowledge and agree that, notwithstanding anything to the event contrary in the LLC Agreement or the Property Contribution Agreements, (A) the terms and conditions of that certain Registration Rights Agreement dated as of August 17, 2001, by and among the Managing Member and certain other Persons named therein and that certain Registration Rights Agreement dated as of July 26, 2010, by and among the Managing Member and certain other Persons named therein, shall have no application to any REIT Shares issued or issuable to any Non-Managing Member upon consummation of an exchange of Exchange by any Series B Preferred Units Non-Managing Member pursuant to Section 8(a) would violate the provisions on ownership limitation 8.6 of the Gables Trust set forth in Article 5 of the Declaration of TrustOriginal LLC Agreement, each holder of Series B Preferred Units shall be entitled to exchange, pursuant to the provisions of Section 8(d), a number of Series B Preferred Units which would comply with the provisions on such ownership limitation of the Gables Trust ("Allowable Units") and any Series B Preferred Units not so exchanged (the "Excess Units") shall be redeemed as previously amended by the Partnership for cash in an amount equal to the Capital Account balance Amendments and as further amended hereby, of the holders of Series B Preferred Units and all accumulated, accrued and unpaid distributions thereon to the date of redemption attributable to such Excess Units; provided, however, that the Partnership shall have no obligation to redeem Excess Units for cash at such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder, or if such redemption shall be restricted or prohibited by law; and provided, further, that the Partnership shall have no obligation to redeem Excess Units for cash as provided above and the holder shall continue to retain Excess Units after the exchange of Allowable Units for Gables Trust Series B Preferred Shares if the requested exchange of Series B Preferred Units and related issuance of Gables Trust Series B Preferred Shares to such holder (whether the Contributor or a transferee, successor or assign of Contributor) would cause Gables Trust to fail to satisfy the requirements of Section 856(a)(6) of the Code. (d) Any exchange of Series B Preferred Units for Gables Trust Series B Preferred shares shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner and Gables Trust by the holders of at least 51% of the outstanding Series B Preferred Units (or by Contributor in the case of an exchange pursuant to the last sentence of Section 8(a) hereof) by (a) fax and (b) certified mail postage prepaid. The General Partner, Gables Trust and the Partnership, or any combination of them may effect any exchange of Series B Preferred Units, or cause the Partnership to redeem any portion of the Series B Preferred Units for cash pursuant to Section 8(b) or redeem Excess Units pursuant to Section 8(c), by delivering to each holder of record of Series B Preferred Fifth Traunch Non-Managing Member Units, within ten (10) Business Days following receipt of the Exchange Notice, (i) if the General Partner elects to cause the Partnership to acquire any of the Series B Preferred Units then outstanding, (1) certificates representing the Preferred Shares being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a written notice stating (A) the redemption date, which may be the date of such written notice or any other date which is not later than sixty (60) days following the receipt of the Exchange Notice, (B) the redemption price, and rights of each Non-Managing Member to require the Managing Member to file a registration statement (Cor include in any other registration statement) that distributions on with the Series B Preferred Units will cease to accrue on such redemption dateSEC with respect to, or (ii) if otherwise register or effectuate the General Partner elects to cause the Partnership to redeem all of the Series B Preferred Units then outstanding in exchange for cash, a Redemption Notice. Series B Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) simultaneously with the delivery of shares of Gables Trust Series B Preferred Shares (with respect to Series B Preferred Units exchanged) or simultaneously with the redemption date (with respect to Series B Preferred Units redeemed). Notwithstanding anything to the contrary contained herein, any and all Series B Preferred Units to be exchanged for Gables Trust Series B Preferred Stock pursuant to this Section 8 shall be so exchanged in a single transaction at one time. As a condition to exchange, the Gables Trust may require the holders of Series B Preferred Units to make such representations as may be reasonably necessary for the Gables Trust to establish that the issuance of Gables Trust Series B Preferred Shares pursuant to the exchange shall not be required to be registered registration under the Securities Act of, any REIT Shares issued or issuable to such Non-Managing Member upon consummation of 1933an Exchange by such Non-Managing Member pursuant to Section 8.6 of the Original LLC Agreement, as amended, or any state securities laws. Any Gables Trust Series B Preferred Shares issued pursuant to this Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Securities Act and relevant state securities or blue sky laws. The certificates representing the Gables Trust Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (e) In the event of an exchange of Series B Preferred Units for Gables Trust Series B Preferred Shares, an amount equal to the accrued and unpaid distributions to the date of exchange on any Series B Preferred Units tendered for exchange shall (i) accrue on the Gables Trust Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (ii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner, Gables Trust, or the Partnership as applicable as the holder of such Series B Preferred Units. (f) Fractional Gables Trust Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner, Gables Trust, or the Partnership, as applicable will pay a cash adjustment based upon the fair market value of the Gables Trust Series B Preferred Shares on the day prior to the exchange date as determined in good faith previously amended by the Board of Directors of the Gables Trust. (g) In case the Gables Trust shall be a party to any transaction (includingAmendments and as further amended hereby, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of Gables Trust's capital stock or sale of all or substantially all any portion of Gables Trust's assets), in each case as a result of which the Gables Trust Series B Preferred Shares will Fifth Traunch Non-Managing Member Units shall be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series B Preferred Unit will thereafter be exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction governed solely by a holder of that number of Gables Trust Series B Preferred Shares or fraction thereof into which one Series B Preferred Unit was exchangeable immediately prior to such transaction. Gables Trust may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. (h) Except as provided above, the holders of the Series B Preferred Units shall not have any rights to convert such Series B Preferred Units into any other securities of, or interest in, the Partnership2012 Registration Rights Agreement.