Common use of General Partner Assumption of Right Clause in Contracts

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner Entity, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner Entity. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A. (ii) If the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (i) If Notwithstanding the provisions of Section 8.5.A hereof, a Limited Partner has delivered a that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject Redemption to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partnermay, in its sole and absolute discretion, consents elect to payment of purchase directly and acquire such Partnership Units by paying to the Redemption Redeeming Partner either the Cash Amount in the form of or the Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner Entity, (in its sole and absolute discretion, ) shall exercise its right to assume directly and satisfy purchase Common Partnership Units from the Redemption RightRedeeming Partner pursuant to this Section 8.5.B, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy purchase Common Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6B and shall fully perform its obligations in connection therewith8.5.B, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the such Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shallshall treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Common Partnership Units to the General Partner. Each Redeeming Partner Entity. Nothing contained in this Section 8.6.B shall imply any right of agrees to execute such documents as the General Partner Entity to may reasonably require any Limited Partner to in connection with the issuance of Common Shares upon exercise of the Redemption Right afforded Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such Limited Partner pursuant to Section 8.6.A.reclassification. (ii) If the General Partner Entity determines elects to pay the Redeeming Partner the Redemption Amount in the form of Common Shares, the total number of Common Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Common Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Common Shares, the Redeeming Partner shall be paid (ia) that number of Common Shares which equals the nearest whole number less than such amount plus (iib) an amount of cash which that the General Partner Entity in its discretion determines, in its reasonable discretionwhich determination shall be conclusive absent manifest error, to represent the fair value of the remaining fractional Common Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (ia) If a Limited Partner the holder of the Series D-1 Preferred Units has delivered a Series D-1 Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a the Series D-1 Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, either (x) the Partnership shall determine whether redemption price required in Section 2.E(i)(a) above plus any accumulated and unpaid distributions on the General Partner Entity shall pay the Redemption Amount Series D-1 Preferred Units being redeemed or (y) in the form of the Cash Amount or the Series D-1 Preferred Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General PartnerTrust, as set forth in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered paragraph (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Unitsb) below. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-1 Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Series D-1 Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Series D-1 Redemption Right in the manner described in the first sentence of this Section 8.6B paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of the Series D-1 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s 's Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B paragraph (ii) shall imply any right of the General Partner Entity to require any Limited Partner holder of Series D-1 Preferred Units to exercise the Series D-1 Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.paragraph (i) above. (iib) If In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Series D-1 Preferred Shares, the total number of Shares to be paid General Partner shall issue to the Series D-1 Redeeming Partner one Series D-1 Preferred Share for each Series D-1 Preferred Unit being redeemed (subject to modification as set forth in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Sharesparagraph (c) below), the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which whereupon the General Partner Entity determines, in its reasonable discretion, to represent shall acquire the fair value Series D-1 Preferred Units offered for redemption by the Series D-1 Redeeming Partner and shall be treated for all purposes of the remaining fractional Share which would otherwise be payable Agreement as the owner of such Series D-1 Preferred Units. Any accumulated and unpaid distributions on such Series D-1 Preferred Units to the Redeeming Partner. (iii) Each Redeeming Partner agrees date of such redemption shall also be deemed to execute such documents as have accumulated on the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.Series D-1 Xxxxxxxxx

General Partner Assumption of Right. (iA) If a Limited Partner Redeeming Holder has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust)discretion, elect to assume directly and satisfy a Redemption Right. If such election is made Right (a) by paying to the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of Redeeming Holder the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether (b) issuing a number of fully paid and non-assessable shares of Corporation Preferred Stock such payment shall that each Series 1997-A Preferred Unit will be made in the form entitled to be exchanged for one share of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership UnitsCorporation Preferred Stock. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner Holder or to the Operating Partnership with respect to the Redeeming Partner’s Holder's exercise of the Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B 5(a)(ii)(A) and shall fully perform its obligations in connection therewith, the Operating Partnership shall have no right or obligation to pay any amount to the Redeeming Partner Holder with respect to such Redeeming Partner’s Holder's exercise of the Redemption Right, and each of the Redeeming PartnerHolder, the Operating Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner Holder as a sale of the Redeeming Partner’s Partnership Holder's Series 1997-A Preferred Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B 5(a)(ii)(A) shall imply any right of the General Partner Entity to require any Limited Partner holder of Series 1997-A Preferred Units to exercise the Redemption Right afforded to such Limited Partner holder pursuant to Section 8.6.A. (ii) If the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner5(a)(i). (iiiB) Each Redeeming Partner Holder agrees to execute such documents as the General Partner Entity may reasonably require in connection with the any issuance of Shares such shares of Corporation Preferred Stock upon exercise of the Redemption Right.

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration Articles of Trust)Incorporation) and upon providing written notice to the Limited Partners at least three (3) Business Days in advance, elect to assume directly and satisfy a Unit Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by , as the General Partner, in its capacity as the general partner of the Partnership and Partner determines in its sole and absolute discretion. Payment discretion (provided that payment of the Redemption Amount in the form of Common Shares shall be in Common Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Common Shares are Publicly Traded and the issuance of Common Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity Partner, resale of the Common Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Common Shares are not Publicly Traded at the time a Redeeming Partner exercises its Unit Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Unit Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Unit Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Unit Redemption Right in the manner described in the first sentence of this Section 8.6B 8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Unit Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Unit Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A. (ii) If the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Common Shares, the total number of Common Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Class A Units shall be the applicable Shares Amount. If this amount is not a whole number of Common Shares, the Redeeming Partner shall be paid (i) that number of Common Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Common Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Common Shares upon exercise of the Unit Redemption Right. (iv) Any Common Shares issued in accordance with this Section 8.6.B will be duly and validly authorized and will be validly issued, fully paid and nonassessable and will not be subject to any preemptive rights.

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust)discretion, elect to assume directly and satisfy a Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, determines in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B 8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for U.S. federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A. (ii) If the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Shares, the Redeeming Partner shall be paid (ia) that number of Shares which equals the nearest whole number less than such amount plus (iib) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. The Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter or the Bylaws, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Shares entered into by the Redeeming Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6.C(i)), the Redeeming Partner shall be deemed the owner of such Shares for all purposes, including rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Shares for which the Partnership Units might be exchanged shall also bear such restrictive legends that the General Partner determines are appropriate to xxxx transfer, ownership or other restrictions and limitations applicable to the Shares. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of RedemptionRedemption (other than a Notice of Redemption relating to a Class E Unit given prior to the first anniversary of the Effective Date), the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by , as the General Partner, in its capacity as the general partner of the Partnership and Partner determines in its sole and absolute discretion. Payment discretion (provided that payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded Traded, and provided, further, that in the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership UnitsUnits and such Partnership Units shall automatically convert to Class A Units upon acquisition by the General Partner. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B 8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s 's Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.8.6.A above. (ii) If In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s 's Partnership Units shall be the applicable Shares Amount. If In the event this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration Articles of TrustIncorporation), elect to assume directly and satisfy a Redemption Right. If such election is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner Entity, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner Entity. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A. (ii) If the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust)discretion, elect to assume directly and satisfy a Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, determines in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B 8.7.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for U.S. federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B 8.7.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.8.7.A. (ii) If the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Shares, the Redeeming Partner shall be paid (ia) that number of Shares which equals the nearest whole number less than such amount plus (iib) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. The Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter or the Bylaws, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Shares entered into by the Redeeming Partner. Notwithstanding any delay in such delivery (but subject to Section 8.7.C(i)), the Redeeming Partner shall be deemed the owner of such Shares for all purposes, including rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Shares for which the Partnership Units might be exchanged shall also bear such restrictive legends that the General Partner determines are appropriate to xxxx transfer, ownership or other restrictions and limitations applicable to the Shares. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration Articles of Trust)Incorporation) and upon providing written notice to the Limited Partners at least three (3) Business Days in advance, elect to assume directly and satisfy a Unit Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by , as the General Partner, in its capacity as the general partner of the Partnership and Partner determines in its sole and absolute discretion. Payment discretion (provided that payment of the Redemption Amount in the form of Common Shares shall be in Common Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Common Shares are Publicly Traded and the issuance of Common Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity Partner, resale of the Common Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Common Shares are not Publicly Traded at the time a Redeeming Partner exercises its Unit Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Unit Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Unit Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Unit Redemption Right in the manner described in the first sentence of this Section 8.6B 8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of the Unit Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership 's Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Unit Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A. (ii) If the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Common Shares, the total number of Common Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership 's Class A Units shall be the applicable Shares Amount. If this amount is not a whole number of Common Shares, the Redeeming Partner shall be paid (i) that number of Common Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Common Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Common Shares upon exercise of the Unit Redemption Right. (iv) Any Common Shares issued in accordance with this Section 8.6.B will be duly and validly authorized and will be validly issued, fully paid and nonassessable and will not be subject to any preemptive rights.

General Partner Assumption of Right. (i) If Notwithstanding the provisions of Section 8.6.A, a Limited Partner has delivered a that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject Redemption to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partnermay, in its sole and absolute discretion, consents elect to payment of purchase directly and acquire such Partnership Units by paying to the Redemption Redeeming Partner either the Cash Amount in the form of or the Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner Entity, (in its sole and absolute discretion, ) shall exercise its right to assume directly and satisfy purchase Partnership Units from the Redemption RightRedeeming Partner pursuant to this Section 8.6.B, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6B and shall fully perform its obligations in connection therewith8.6.B, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the such Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shallshall treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner. Each Redeeming Partner Entityagrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right. Nothing contained In case of any reclassification of the Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Shares, for purposes of this Section 8.6.B, the General Partner (or its successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Shares for which such Units could be purchased pursuant to this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded immediately prior to such Limited Partner pursuant to Section 8.6.A.reclassification. (ii) If In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If In the event this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (ia) If a Limited Partner the holder of the Series D-10 Preferred Units has delivered a Series D-10 Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a the Series D-10 Redemption Right. If such election Right by paying to the Redeeming Partner either (x) an amount equal to the holder’s Capital Account for the Series D-10 Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D of Exhibit B to the Agreement and the holder’s Capital Account is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount adjusted accordingly or (y) in the form of Series D-10 Preferred Shares, as set forth in paragraph (b) below; provided, however, that if and to the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether extent that such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General Partnerexchange would, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading based solely on the exchange or national market on which the Series D-10 Preferred Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of acquired by such holder directly from the General Partner Entity resale in satisfaction of a Series D-10 Redemption Right and those Series D-10 Preferred Shares acquired directly by such holder from the General Partner in prior exercises of the Series D-10 Redemption Right, result in the Series D-10 Preferred Shares being delivered in satisfaction of the Series D-10 Redemption Right being issued upon redemption shall be registered to such holder as “Excess Stock” (as such term is used in Article VI of the REIT’s Declaration of Trust), then, so long as any waiver granted pursuant to Section 6.6(l) of the Declaration of Trust of the ownership limits that includes such holder shall not have been terminated in accordance with its terms, the General Partner shall instead satisfy such Series D-10 Redemption Right by paying the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only amount specified in the form of the Cash Amount unless the Redeeming Partner, clause (x) in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Unitsrespect thereof. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-10 Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Series D-10 Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Series D-10 Redemption Right in the manner described in the first sentence of this Section 8.6B paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Series D-10 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B paragraph (ii) shall imply any right of the General Partner Entity to require any Limited Partner holder of Series D-10 Preferred Units to exercise the Series D-10 Redemption Right afforded to such Limited Partner pursuant to paragraph (i) above. b) In the event that the Partnership redeems Series D-10 Preferred Units for cash in accordance with Section 8.6.A. (ii) If 2.E(i)(a), the units so redeemed shall be terminated. In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Series D-10 Preferred Shares, the total number General Partner shall issue to the Series D-10 Redeeming Partner one Series D-10 Preferred Share for each Series D-10 Preferred Unit being redeemed (subject to modification as set forth in paragraph (c) below and subject to adjustment in the case of splits, subdivisions or combinations of the Series D-10 Preferred Shares that do not result in an appropriate adjustment to the Series D-10 Preferred Units), whereupon the General Partner shall acquire the Series D-10 Preferred Units offered for redemption by the Series D-10 Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series D-10 Preferred Units. Any accumulated and unpaid distributions on such Series D-10 Preferred Units to the date of such redemption shall also be deemed to be accrued and accumulated on the Series D-10 Preferred Shares paid to the Series D-10 Redeeming Partner in consideration of such Series D-10 Preferred Units at the time of the issuance of such Series D-10 Preferred Shares. c) In the event that there shall be outstanding at any time both Series D-10 Preferred Shares and Series D-10 Preferred Units and the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange for with respect to the Redeeming Partner’s Partnership Units Series D-10 Preferred Shares), in each case as a result of which the Series D-10 Preferred Shares are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), thereafter the Redemption Price payable by the General Partner in respect of one Series D-10 Preferred Unit shall be the applicable kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return for one Series D-10 Preferred Share; and the General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In case there shall be outstanding Series D-10 Preferred Units and no Series D-10 Preferred Shares Amount. If this amount is not a whole number of Shares, and the Redeeming General Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash a party to any merger or consolidation in which the General Partner Entity determinesis not the surviving entity, then the Series D-10 Preferred Shares deliverable by the General Partner thereafter in its reasonable discretion, redemption of Series D-10 Preferred Units pursuant to represent the fair value clause (ii) above shall be shares of the remaining fractional Share which would otherwise be payable surviving entity or any entity controlling the surviving entity having the preferences, rights, voting powers, restrictions, limitations as to the Redeeming Partner.dividends, qualifications and terms and conditions of redemption substantially similar to those set forth on Schedule 1 to this Exhibit X. (iiid) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Series D-10 Preferred Shares upon exercise of the Series D-10 Redemption Right.

General Partner Assumption of Right. (ia) If a Limited Partner the holder of the Series D-11 Preferred Units has delivered a Series D-11 Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a the Series D-11 Redemption Right. If such election Right by paying to the Redeeming Partner either (x) an amount equal to the holder’s Capital Account for the Series D-11 Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D of Exhibit B to the Agreement and the holder’s Capital Account is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount adjusted accordingly or (y) in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made Series D-11 Preferred Shares, as set forth in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered paragraph (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Unitsb) below. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-11 Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Series D-11 Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Series D-11 Redemption Right in the manner described in the first sentence of this Section 8.6B paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Series D-11 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B paragraph (ii) shall imply any right of the General Partner Entity to require any Limited Partner holder of Series D-11 Preferred Units to exercise the Series D-11 Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.paragraph (i) above. (iib) If In the event that the Partnership redeems Series D-11 Preferred Units for cash in accordance with Section 2.E(i)(a), the units so redeemed shall be terminated. In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Series D-11 Preferred Shares, the total number General Partner shall issue to the Series D-11 Redeeming Partner one Series D-11 Preferred Share for each Series D-11 Preferred Unit being redeemed (subject to modification as set forth in paragraph (c) below), whereupon the General Partner shall acquire the Series D-11 Preferred Units offered for redemption by the Series D-11 Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series D-11 Preferred Units. Any accumulated and unpaid distributions on such Series D-11 Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series D-11 Preferred Shares to be paid to the Series D-11 Redeeming Partner in consideration of such Series D-11 Preferred Units at the time of the issuance of such Series D-11 Preferred Shares. (c) In the event that there shall be outstanding at any time both Series D-11 Preferred Shares and Series D-11 Preferred Units and the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange for with respect to the Redeeming Partner’s Partnership Units Series D-11 Preferred Shares), in each case as a result of which the Series D-11 Preferred Shares are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), thereafter the Redemption Price payable by the General Partner in respect of one Series D-11 Preferred Unit shall be the applicable kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return for one Series D-11 Preferred Share; and the General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In case there shall be outstanding Series D-11 Preferred Units and no Series D-11 Preferred Shares Amount. If this amount is not a whole number of Shares, and the Redeeming General Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash a party to any merger or consolidation in which the General Partner Entity determinesis not the surviving entity, then the Series D-11 Preferred Shares deliverable by the General Partner thereafter in its reasonable discretion, redemption of Series D-11 Preferred Units pursuant to represent the fair value clause (ii) above shall be shares of the remaining fractional Share which would otherwise be payable surviving entity or any entity controlling the surviving entity having the preferences, rights, voting powers, restrictions, limitations as to the Redeeming Partner.dividends, qualifications and terms and conditions of redemption substantially similar to those set forth on Schedule 1 to this Exhibit Y. (iiid) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Series D-11 Preferred Shares upon exercise of the Series D-11 Redemption Right.

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of the Cash Amount or the Shares Amount. The Partnership’s 's decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner Entity, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s 's Partnership Units to the General Partner Entity. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A. (ii) If the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s 's Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (ia) If a Limited Partner the holder of the Series D-4 Preferred Units has delivered a Series D-4 Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a the Series D-4 Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entityeither (x) the redemption price required in Section 2.E(i)(a) above plus any accumulated and unpaid distributions (whether or not declared) for the Series D-4 Preferred Units being redeemed, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount subject to Section 2.D(vi), or (y) in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made Series D-4 Preferred Shares, as set forth in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered paragraph (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Unitsb) below. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-4 Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Series D-4 Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Series D-4 Redemption Right in the manner described in the first sentence of this Section 8.6B paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of the Series D-4 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s 's Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B paragraph (ii) shall imply any right of the General Partner Entity to require any Limited Partner holder of Series D-4 Preferred Units to exercise the Series D-4 Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.paragraph (i) above. (iib) If In the event that the Partnership redeems Series D-4 Preferred Units for cash in accordance with Section 2.E(i)(a) or the General Partner Entity elects to purchase the Series D-4 Preferred Units in accordance with Section 2.E(ii)(a), the units so redeemed shall be terminated. In the event that the General Partner determines to pay the Redeeming Partner the Redemption Amount in the form of Series D-4 Preferred Shares, the total number of Shares to be paid General Partner shall issue to the Series D-4 Redeeming Partner one Series D-4 Preferred Share for each Series D-4 Preferred Unit being redeemed (subject to modification as set forth in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number of Shares, the Redeeming Partner shall be paid paragraph (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.c)

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration Articles of TrustIncorporation), elect to assume directly and satisfy a Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by , as the General Partner, in its capacity as the general partner of the Partnership and Partner Entity determines in its sole and absolute discretion. Payment discretion (PROVIDED that payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded Traded, and PROVIDED FURTHER that in the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner and the General Partner, in its their sole and absolute discretion, consents consent to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner Entity, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, neither the General Partner nor the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B 8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s 's Partnership Units to the General Partner Entity. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.Partner. (ii) If In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s 's Partnership Units shall be the applicable Shares Amount. If In the event this amount is not a whole number of Shares, the Redeeming Partner Partners shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (ia) If a Limited Partner the holder of the Series D-5 Preferred Units has delivered a Series D-5 Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a the Series D-5 Redemption Right. If such election Right by paying to the Redeeming Partner either (x) an amount equal to the holder's Capital Account for the Series D-5 Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D of Exhibit B to the Agreement and the holder's Capital Account is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount adjusted accordingly or (y) in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made Series D-5 Preferred Shares, as set forth in the form of the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered paragraph (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Unitsb) below. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-5 Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Series D-5 Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Series D-5 Redemption Right in the manner described in the first sentence of this Section 8.6B paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of the Series D-5 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s 's Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B paragraph (ii) shall imply any right of the General Partner Entity to require any Limited Partner holder of Series D-5 Preferred Units to exercise the Series D-5 Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.paragraph (i) above. (iib) If In the event that the Partnership redeems Series D-5 Preferred Units for cash in accordance with Section 2.E(i)(a), the units so redeemed shall be terminated. In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Series D-5 Preferred Shares, the total number General Partner shall issue to the Series D-5 Redeeming Partner one Series D-5 Preferred Share for each Series D-5 Preferred Unit being redeemed (subject to modification as set forth in paragraph (c) below), whereupon the General Partner shall acquire the Series D-5 Preferred Units offered for redemption by the Series D-5 Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series D-5 Preferred Units. Any accumulated and unpaid distributions on such Series D-5 Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series D-5 Preferred Shares to be paid to the Series D-5 Redeeming Partner in exchange for consideration of such Series D-5 Preferred Units at the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If this amount is not a whole number time of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.such Series D-5

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by , as the General Partner, in its capacity as the general partner of the Partnership and Partner determines in its sole and absolute discretion. Payment discretion (provided that payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Class A Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B 8.06(b) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B 8.06(b) shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.8.06(a) above. (ii) If In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If In the event this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of RedemptionRedemption (other than a Notice of Redemption relating to a Class E Unit given prior to April 15, 1998), the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by , as the General Partner, in its capacity as the general partner of the Partnership and Partner determines in its sole and absolute discretion. Payment discretion (provided that payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded Traded, and provided, further, that in the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership UnitsUnits and such Partnership Units shall automatically convert to Class A Units upon acquisition by the General Partner. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B 8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s 's Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.8.6.A above. (ii) If In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s 's Partnership Units shall be the applicable Shares Amount. If In the event this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of RedemptionRedemption (other than a Notice of Redemption relating to a Class E Unit given prior to the first anniversary of the Effective Date), the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by , as the General Partner, in its capacity as the general partner of the Partnership and Partner determines in its sole and absolute discretion. Payment discretion (provided that payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded Traded, and provided, further, that in the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership UnitsUnits and such Partnership Units shall automatically convert to Class D Units upon acquisition by the General Partner. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B 8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s 's Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.8.6.A above. (ii) If In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s 's Partnership Units shall be the applicable Shares Amount. If In the event this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.

General Partner Assumption of Right. (i) If a Limited Partner has ----------------------------------- delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust)) and upon providing written notice to the Limited Partners at least three (3) Business Days in advance, elect to assume directly and satisfy a Unit Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by , as the General Partner, in its capacity as the general partner of the Partnership and Partner determines in its sole and absolute discretion. Payment discretion (provided that, payment of the ------------- Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded Traded, and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity Partner, resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), andregistration),and, provided further that, if the Shares are --------------------- not Publicly Traded at the time a Redeeming Partner exercises its Unit Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Unit Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Unit Redemption Right. If the General Partner Entity shall exercise its right to assume directly and satisfy the Unit Redemption Right in the manner described in the first sentence of this Section 8.6B 8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of the Unit Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership 's Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Unit Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A. (ii) If the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership 's Units shall be the applicable Shares Amount. If this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Unit Redemption Right. (iv) Any Shares issued in accordance with this Section 8.6.B will be duly and validly authorized and will be validly issued, fully paid and nonassessable and will not be subject to any preemptive rights.

General Partner Assumption of Right. (i) If a Limited Partner has delivered a Notice of RedemptionRedemption (other than a Notice of Redemption relating to a Class E Unit given prior to April 15, 1998), the General Partner Entity may, in its sole and absolute discretion (subject to the any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made Right by paying to the General Redeeming Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Amount in the form of either the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be made in the form of the Cash Amount or the Shares Amount shall be made by , as the General Partner, in its capacity as the general partner of the Partnership and Partner determines in its sole and absolute discretion. Payment discretion (provided that payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded Traded, and provided, further, that in the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner Entity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, upon such payment whereupon the General Partner Entity shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership UnitsUnits and such Partnership Units shall automatically convert to Class A Units upon acquisition by the General Partner. Unless the General Partner EntityPartner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If In the event the General Partner Entity shall exercise its right to assume directly and satisfy the Redemption Right in the manner described in the first sentence of this Section 8.6B 8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner EntityPartner. Nothing contained in this Section 8.6.B shall imply any right of the General Partner Entity to require any Limited Partner to exercise the Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A.8.6.A above. (ii) If In the event that the General Partner Entity determines to pay the Redeeming Partner the Redemption Amount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Partnership Units shall be the applicable Shares Amount. If In the event this amount is not a whole number of Shares, the Redeeming Partner shall be paid (i) that number of Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner Entity determines, in its reasonable discretion, to represent the fair value of the remaining fractional Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner Entity may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.