Common use of General Partner Assumption of Right Clause in Contracts

General Partner Assumption of Right. a) If the holder of the Series D-14 Preferred Units has delivered a Series D-14 Notice of Redemption, the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy the Series D-14 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the holder’s Capital Account for the Series D-14 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 adjusted accordingly or (y) in the form of Series D-14 Preferred Shares, as set forth in paragraph (b) below; provided, however, that if and to the extent that such exchange would, based solely on the Series D-14 Preferred Shares acquired by such holder directly from the General Partner in satisfaction of a Series D-14 Redemption Right and those Series D-14 Preferred Shares acquired directly by such holder from the General Partner in prior exercises of the Series D-14 Redemption Right, result in the Series D-14 Preferred Shares being delivered in satisfaction of the Series D-14 Redemption Right being issued 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 may instead satisfy such Series D-14 Redemption Right by paying the Redeeming Partner the amount specified in clause (x) in respect thereof. If the holder of the Series D-14 Preferred Units has delivered a Series D-14 Notice of Redemption, it shall, concurrent with such delivery, provide to the REIT and its counsel such representations, warranties and covenants as are necessary for the REIT to deliver a waiver pursuant to Section 6.6(l) of the Declaration of Trust. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-14 Redemption Right, the General Partner 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-14 Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series D-14 Redemption Right in the manner described in the first sentence of this 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-14 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner. Nothing contained in this paragraph (ii) shall imply any right of the General Partner to require any holder of Series D-14 Preferred Units to exercise the Series D-14 Redemption Right afforded pursuant to paragraph (i) above.

General Partner Assumption of Right. a) If (a)If the holder of the Series D-14 D-12 Preferred Units has delivered a Series D-14 D-12 Notice of Redemption, the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy the Series D-14 D-12 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the holder’s Capital Account for the Series D-14 D-12 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 adjusted accordingly or (y) in the form of Series D-14 D-12 Preferred Shares, as set forth in paragraph (b) below; below provided, however, that if and to the extent that after giving effect only to the Series D-12 Preferred Units acquired by a holder from the Partnership on the date of initial issuance such exchange would, based solely on the Series D-14 D-12 Preferred Shares acquired by such holder directly from the General Partner in satisfaction of a Series D-14 D-12 Redemption Right and those Series D-14 D-12 Preferred Shares acquired directly by such holder from the General Partner in prior exercises of the Series D-14 D-12 Redemption Right, result in the Series D-14 D-12 Preferred Shares being delivered in satisfaction of the Series D-14 D-12 Redemption Right being issued to such holder as “Excess Stock” (as such term is used in Article VI of the REIT’s Declaration 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 may shall instead satisfy such Series D-14 D-12 Redemption Right by paying the Redeeming Partner the amount specified in clause (x) in respect thereof. If the holder of the Series D-14 Preferred Units has delivered a Series D-14 Notice of Redemption, it shall, concurrent with such delivery, provide to the REIT and its counsel such representations, warranties and covenants as are necessary for the REIT to deliver a waiver pursuant to Section 6.6(l) of the Declaration of Trust. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-14 D-12 Redemption Right, the General Partner 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-14 D-12 Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series D-14 D-12 Redemption Right in the manner described in the first sentence of this 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-14 D-12 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner. Nothing contained in this paragraph (ii) shall imply any right of the General Partner to require any holder of Series D-14 D-12 Preferred Units to exercise the Series D-14 D-12 Redemption Right afforded pursuant to paragraph (i) above.

General Partner Assumption of Right. a(i) If the holder of the Series D-14 Preferred Units a Limited Partner has delivered a Series D-14 Notice of RedemptionRedemption (other than a Notice of Redemption relating to a Class E Unit given prior to April 15, 1998), the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy the Series D-14 a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as the General Partner determines in its sole and absolute discretion (x) an amount equal to provided that payment of the holder’s Capital Account for the Series D-14 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 adjusted accordingly or (y) Redemption Amount in the form of Series D-14 Preferred SharesShares shall be in Shares registered under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded, as set forth in paragraph (b) below; and provided, howeverfurther, that if in the 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 extent that such exchange wouldRedemption Amount in the form of the Shares Amount), based solely on the Series D-14 Preferred Shares acquired by such holder directly from Specified Redemption Date, whereupon the General Partner in satisfaction of a Series D-14 Redemption Right and those Series D-14 Preferred Shares acquired directly shall acquire the Partnership Units offered for redemption by such holder from the General Partner in prior exercises of the Series D-14 Redemption Right, result in the Series D-14 Preferred Shares being delivered in satisfaction of the Series D-14 Redemption Right being issued 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 may instead satisfy such Series D-14 Redemption Right by paying the Redeeming Partner and shall be treated for all purposes of this Agreement as the amount specified in clause (x) in respect thereof. If owner of such Partnership Units and such Partnership Units shall automatically convert to Class A Units upon acquisition by the holder of the Series D-14 Preferred Units has delivered a Series D-14 Notice of Redemption, it shall, concurrent with such delivery, provide to the REIT and its counsel such representations, warranties and covenants as are necessary for the REIT to deliver a waiver pursuant to Section 6.6(l) of the Declaration of TrustGeneral Partner. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-14 Redemption Right, the General Partner 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-14 Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series D-14 Redemption Right in the manner described in the first sentence of this paragraph (ii) Section 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 Series D-14 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner. Nothing contained in this paragraph (ii) Section 8.6.B shall imply any right of the General Partner to require any holder of Series D-14 Preferred Units Limited Partner to exercise the Series D-14 Redemption Right afforded to such Limited Partner pursuant to paragraph (i) Section 8.6.A above.

General Partner Assumption of Right. a(i) If the holder of the Series D-14 Preferred Units a Limited Partner has ----------------------------------- delivered a Series D-14 Notice of Redemption, the General Partner may, in its sole and absolute discretion (subject to any 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 the Series D-14 a Unit Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as the General Partner determines in its sole and absolute discretion (x) an amount equal to provided that, payment of the holder’s Capital Account for the Series D-14 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 adjusted accordingly or (y) ------------- Redemption Amount in the form of Series D-14 Preferred Shares, as set forth Shares shall be in paragraph (b) below; provided, however, that if Shares registered for resale under Section 12 of the Exchange Act and to the extent that such exchange would, based solely listed for trading on the Series D-14 Preferred exchange or national market on which the Shares acquired by such holder directly from 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, 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 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, whereupon the General Partner in satisfaction of a Series D-14 Redemption Right and those Series D-14 Preferred Shares acquired directly shall acquire the Units offered for redemption by such holder from the General Partner in prior exercises of the Series D-14 Redemption Right, result in the Series D-14 Preferred Shares being delivered in satisfaction of the Series D-14 Redemption Right being issued 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 may instead satisfy such Series D-14 Redemption Right by paying the Redeeming Partner and shall be treated for all purposes of this Agreement as the amount specified in clause (x) in respect thereof. If the holder owner of the Series D-14 Preferred Units has delivered a Series D-14 Notice of Redemption, it shall, concurrent with such delivery, provide to the REIT and its counsel such representations, warranties and covenants as are necessary for the REIT to deliver a waiver pursuant to Section 6.6(l) of the Declaration of TrustUnits. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-14 Unit Redemption Right, the General Partner 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-14 Unit Redemption Right. In the event If the General Partner shall exercise its right to satisfy the Series D-14 Unit Redemption Right in the manner described in the first sentence of this paragraph (ii) Section 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 Series D-14 Unit Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership 's Units to the General Partner. Nothing contained in this paragraph (ii) Section 8.6.B shall imply any right of the General Partner to require any holder of Series D-14 Preferred Units Limited Partner to exercise the Series D-14 Unit Redemption Right afforded to such Limited Partner pursuant to paragraph (i) above.Section 8.6.A.