Common use of General Partner Assumption of Right Clause in Contracts

General Partner Assumption of Right. (a) If the holder of the Series D-2 Preferred Units has delivered a Series D-2 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-2 Redemption Right by paying to the Redeeming Partner either (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-2 Preferred Units being redeemed or (y) in the form of Series D-2 Preferred Shares, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-2 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-2 Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series D-2 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-2 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-2 Preferred Units to exercise the Series D-2 Redemption Right afforded pursuant to paragraph (i) above. (b) In the event that the Partnership redeems Series D-2 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 determines to pay the Redeeming Partner in the form of Series D-2 Preferred Shares, the General Partner shall issue to the Series D-2 Redeeming Partner one Series D-2 Preferred Share for each Series D-2 Preferred Unit being redeemed (subject to modification as set forth in paragraph (c) below), whereupon the General Partner shall acquire the Series D-2 Preferred Units offered for redemption by the Series D-2 Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series D-2 Preferred Units. Any accumulated and unpaid distributions on such Series D-2 Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series D-2 Preferred Shares paid to the Series D-2 Redeeming Partner in consideration of such Series D-2 Preferred Units at the time of the issuance of such Series D-2

General Partner Assumption of Right. (a) If the holder of the Series D-2 D-3 Preferred Units has delivered a Series D-2 D-3 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-2 D-3 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the redemption price required in Section 2.E(i)(a) above plus any accumulated and unpaid distributions (whether or not declared) holder's Capital Account for the Series D-2 D-3 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-2 D-3 Preferred Shares, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-2 D-3 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-2 Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series D-2 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-2 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-2 Preferred Units to exercise the Series D-2 Redemption Right afforded pursuant to paragraph (i) above.respect (b) In the event that the Partnership redeems Series D-2 D-3 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 determines to pay the Redeeming Partner in the form of Series D-2 D-3 Preferred Shares, the General Partner shall issue to the Series D-2 D-3 Redeeming Partner one Series D-2 D-3 Preferred Share for each Series D-2 D-3 Preferred Unit being redeemed (subject to modification as set forth in paragraph (c) below), whereupon the General Partner shall acquire the Series D-2 D-3 Preferred Units offered for redemption by the Series D-2 D-3 Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series D-2 D-3 Preferred Units. Any accumulated and unpaid distributions on such Series D-2 D-3 Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series D-2 D-3 Preferred Shares paid to the Series D-2 D-3 Redeeming Partner in consideration of such Series D-2 D-3 Preferred Units at the time of the issuance of such Series D-2D-3

General Partner Assumption of Right. (a) If the holder of the Series D-2 D-12 Preferred Units has delivered a Series D-2 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-2 D-12 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the redemption price required in Section 2.E(i)(a) above plus any accumulated and unpaid distributions (whether or not declared) holder’s Capital Account for the Series D-2 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-2 D-12 Preferred Shares, as set forth in paragraph (b) belowbelow 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-12 Preferred Shares acquired by such holder directly from the General Partner in satisfaction of a Series D-12 Redemption Right and those Series D-12 Preferred Shares acquired in prior exercises of the Series D-12 Redemption Right, result in the Series D-12 Preferred Shares being delivered in satisfaction of the Series 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 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 have been terminated in accordance with its terms, the General Partner shall instead satisfy such Series D-12 Redemption Right by paying the Redeeming Partner the amount specified in clause (x) in respect thereof. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-2 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 ’s exercise of the Series D-2 D-12 Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series D-2 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 ’s exercise of the Series D-2 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 ’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-2 D-12 Preferred Units to exercise the Series D-2 D-12 Redemption Right afforded pursuant to paragraph (i) above. (b) In the event that the Partnership redeems Series D-2 D-12 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 determines to pay the Redeeming Partner in the form of Series D-2 D-12 Preferred Shares, the General Partner shall issue to the Series D-2 D-12 Redeeming Partner one Series D-2 D-12 Preferred Share for each Series D-2 D-12 Preferred Unit being redeemed (subject to modification as set forth in paragraph (c) belowbelow and subject to adjustment in the case of splits, subdivisions or combinations of the Series D-12 Preferred Shares that do not result in an appropriate adjustment to the Series D-12 Preferred Units), whereupon the General Partner shall acquire the Series D-2 D-12 Preferred Units offered for redemption by the Series D-2 D-12 Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series D-2 D-12 Preferred Units. Any accumulated and unpaid distributions on such Series D-2 D-12 Preferred Units to the date of such redemption shall also be deemed to be accrued and to have accumulated on the Series D-2 D-12 Preferred Shares paid to the Series D-2 D-12 Redeeming Partner in consideration of such Series D-2 D-12 Preferred Units at the time of the issuance of such Series D-2D-12

General Partner Assumption of Right. (a) If the holder of the Series D-2 D-14 Preferred Units has delivered a Series D-2 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-2 D-14 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the redemption price required in Section 2.E(i)(a) above plus any accumulated and unpaid distributions (whether or not declared) holder’s Capital Account for the Series D-2 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-2 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-2 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 ’s exercise of the Series D-2 D-14 Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series D-2 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 ’s exercise of the Series D-2 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 ’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-2 D-14 Preferred Units to exercise the Series D-2 D-14 Redemption Right afforded pursuant to paragraph (i) above. (b) In the event that the Partnership redeems Series D-2 D-14 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 determines to pay the Redeeming Partner in the form of Series D-2 D-14 Preferred Shares, the General Partner shall issue to the Series D-2 D-14 Redeeming Partner one Series D-2 D-14 Preferred Share for each Series D-2 D-14 Preferred Unit being redeemed (subject to modification as set forth in paragraph (c) belowbelow and subject to adjustment in the case of splits, subdivisions or combinations of the Series D-14 Preferred Shares that do not result in an appropriate adjustment to the Series D-14 Preferred Units), whereupon the General Partner shall acquire the Series D-2 D-14 Preferred Units offered for redemption by the Series D-2 D-14 Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series D-2 D-14 Preferred Units. Any accumulated and unpaid distributions on such Series D-2 D-14 Preferred Units to the date of such redemption shall also be deemed to have be accrued and accumulated on the Series D-2 D-14 Preferred Shares paid to the Series D-2 D-14 Redeeming Partner in consideration of such Series D-2 D-14 Preferred Units at the time of the issuance of such Series D-2D-14 Preferred Shares. c) In the event that there shall be outstanding at any time both Series D-14 Preferred Shares and Series D-14 Preferred Units and the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange with respect to the Series D-14 Preferred Shares), in each case as a result of which the Series D-14 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-14 Preferred Unit shall be the 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-14 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-14 Preferred Units and no Series D-14 Preferred Shares and the General Partner shall be a party to any merger or consolidation in which the General Partner is not the surviving entity, then the Series D-14 Preferred Shares deliverable by the General Partner thereafter in redemption of Series D-14 Preferred Units pursuant to clause (ii) above shall be shares of the surviving entity or any entity controlling the surviving entity having the preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption substantially similar to those set forth in Schedule 1 to this Exhibit AG. d) Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Series D-14 Preferred Shares upon exercise of the Series D-14 Redemption Right.

General Partner Assumption of Right. (ai) If the holder of the Series D-2 Preferred Units a Limited Partner has delivered a Series D-2 Notice of Redemption, the General Partner shall, within 2 business days after receipt of such Notice, deliver to Kramont a copy of such Notice of Redemption. Kramont may, within 3 business days after receipt of such Notice, in its sole and absolute discretion (subject to any limitations on ownership and transfer of Shares set forth in the Kramont's Declaration of Trust, as the same may be amended, restated, and supplemented from time to time (the "Declaration")), but only if Kramont has in effect (or, at the request of the Redeeming Partner, consents and within 60 days after such election causes to be in effect) a registration statement (the "Registration Statement") covering the immediate resale of all the Shares to be issued to the Redeeming Partner pursuant to such election (or, under then-applicable law, the Shares upon issuance would be freely tradeable without such a registration statement's being in effect), elect to assume directly and satisfy a Redemption Right by issuing to the Series D-2 Redeeming Partner the Shares Amount on the Specified Redemption Date, whereupon Kramont shall acquire the OP Units offered for redemption by the Redeeming Partner, and the General Partner shall be treated for all purposes of this Agreement as the owner of such OP Units by virtue of the contributions of the OP Units by Kramont OP and by Kramont OP to the General Partner described in the third to last sentence of this Section 8.6B(i). If Kramont elects not to assume directly and satisfy the Redemption Right by issuing the Shares Amount to the Redeeming Partner, it shall notify the General Partner, and the General Partner may, in its sole discretion, assume directly and satisfy the Redemption Right by paying the Cash Amount to the Redeeming Partner either (x) on the Specified Redemption Date, whereupon the General Partner shall acquire the OP Units offered for redemption price required by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such OP Units. If it shall be necessary under the second preceding sentence for a Registration Statement to be caused to be in Section 2.E(i)(a) above plus any accumulated effect, Kramont will use commercially reasonable efforts to cause such Registration Statement to be filed within the 60-day period there described and unpaid distributions (whether or not declared) for the Series D-2 Preferred Units being redeemed or (y) in the form of Series D-2 Preferred Shares, to become effective as set forth in paragraph (b) belowsoon as reasonably practicable. Unless the General PartnerKramont, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-2 Redemption Right, Kramont 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, and unless the General Partner, in its sole discretion, shall exercise its right to assume directly and satisfy the 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-2 Redemption Right. In the event Kramont or the General Partner shall exercise its right to satisfy the Series D-2 Redemption Right in the manner described in the first sentence second and third sentences of this paragraph (ii) 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 Series D-2 Redemption Right. In the event Kramont shall exercise its right to satisfy the Redemption Right, each of the Redeeming Partner, the Partnership, Kramont and the General Partner shall, for Federal income tax purposes, treat the transaction between Kramont and the Redeeming Partner as follows: (1) Kramont shall be deemed to have acquired the OP Units from the Redeeming Partner in exchange for the Shares Amount, (2) Kramont shall be deemed to contribute such OP Units to Kramont OP in exchange for an equal number of OP Common Units (as defined in the amended and restated agreement of limited partnership of Kramont OP), and (3) Kramont OP shall be deemed to contribute such OP Units to CV GP. In the event the General Partner shall exercise its right to satisfy the Redemption Right, each of the Redeeming Partner, the Partnership and the General Partner shall, for federal Federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner's Partnership OP Units to the General Partner. Nothing contained in this paragraph (ii) Section 8.6B shall imply any right of the General Partner to require any holder of Series D-2 Preferred Units Limited Partner to exercise the Series D-2 Redemption Right afforded to such Limited Partner pursuant to paragraph (i) above.Section 8.6A. (bii) In the event that the Partnership redeems Series D-2 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 Kramont determines to pay the Redeeming Partner the Redemption Amount in the form of Series D-2 Preferred Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner's OP Units shall be the applicable Shares Amount. 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 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 provide in a timely fashion such information and to execute such documents as the General Partner, Kramont and their Affiliates may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right and the registration of the resale of such Shares, including, without limitation, an agreement pursuant to which the Redeeming Partner agrees to indemnify and to hold harmless the General Partner, the Partnership, Kramont, the Affiliates of any of them, and the respective officers, directors, trustees, general partners, and agents of the General Partner, the Partnership, Kramont, and such Affiliates with respect to any information provided by the Redeeming Partner for inclusion in the Registration Statement and the General Partner agrees to indemnify and to hold harmless the Redeeming Partner with respect to information provided by Kramont in the Registration Statement. (iv) So long as the Redeeming Partner confirms in writing that the Redeeming Partner continues to intend in good faith to sell all of its Shares received under this Section 8.6 under such Registration Statement, Kramont shall use its best efforts to keep the Registration Statement effective for up to one year after the effective date thereof, but only if the Redeeming Partner agrees not to make any offers or sales of any Shares under any such Registration Statement if the Redeeming Partner has received a notice from the General Partner to the effect that, for a stated period (not in excess of 60 days), it would not for any reason (including, without limitation, by reason of the General Partner's, Kramont's or any of their Affiliate's having a good business reason not to disclose publicly certain information which may be material) be in the best interests of the General Partner, Kramont or any of their Affiliates for offers or sales to be effected under such Registration Statement. The General Partner and Kramont shall not give any Redeeming Partner such a notice more than twice in any 12- month period. (v) If a Limited Partner is considering exercising its Redemption Right with respect to its OP Units and desires that the Shares it receives from Kramont in exchange for the redeemed OP Units, if any, be the subject to an effective Registration Statement at the time of receipt, it may, at its sole option, follow the procedure set forth in this clause (v). The Limited Partner shall give the General Partner written notice referring to this clause and stating that it is considering exercising its Redemption Right (a "Pre-Redemption Notice"). Upon receipt of the Pre-Redemption Notice, the General Partner shall issue send it to Kramont and if Kramont determines that it wishes to elect to assume the redemption obligation from the Partnership and wishes to give the Redeeming Partner Shares, Kramont shall file a Registration Statement with respect to the Series D-2 resale of all such Shares as soon as practicable and use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as possible and within not more than 60 days. The General Partner shall notify the Limited Partner as soon as the Registration Statement has become effective. The other provisions of this Section 8.6 shall apply with respect to such Registration Statement and with respect to any Redemption Notice given by such Limited Partner. Neither the giving of the Pre-Redemption Notice nor the filing of the Registration Statement (nor its becoming effective) shall obligate the Limited Partner to give a Notice of Redemption nor, if a Notice of Redemption is subsequently given, obligate the General Partner or Kramont to assume the redemption obligation and/or elect to give the Redeeming Partner one Series D-2 Preferred Share Shares, as the case may be, in exchange for each Series D-2 Preferred Unit being redeemed (subject its OP Units. If the Limited Partner which gave the Pre-Redemption Notice does not give the Partnership a Redemption Notice with respect to modification as set forth in paragraph (c) below)its OP Units within 180 days after the effective date of such Registration Statement, whereupon neither the Partnership, Kramont, nor the General Partner shall acquire have any obligation to continue to maintain the Series D-2 Preferred Units offered for redemption by effectiveness of such Registration Statement and the Series D-2 Redeeming Limited Partner and which gave the Pre-Redemption Notice shall be treated liable for all purposes the costs of the Agreement as Partnership, Kramont and the owner of such Series D-2 Preferred Units. Any accumulated and unpaid distributions on such Series D-2 Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series D-2 Preferred Shares paid to the Series D-2 Redeeming General Partner in consideration of such Series D-2 Preferred Units at filing the time of Registration Statement (including without limitation, legal fees and disbursements and any filing fees). No Limited Partner may give more than one Pre-Redemption Notice (unless the issuance of such Series D-2General Partner shall otherwise consent).

General Partner Assumption of Right. (a) If the holder of the Series D-2 D-8 Preferred Units has delivered a Series D-2 D-8 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-2 D-8 Redemption Right by paying to the Redeeming Partner either (x) the redemption price required in Section 2.E(i)(a) above plus any accumulated and unpaid distributions (whether or not declared) for on the Series D-2 D-8 Preferred Units being redeemed or (y) in the form of Series D-2 D-8 Preferred SharesShares in the Trust, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-2 D-8 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-2 D-8 Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series D-2 D-8 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-2 D-8 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-2 Preferred Units to exercise the Series D-2 Redemption Right afforded pursuant to paragraph (i) above.the (b) In the event that the Partnership redeems Series D-2 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 determines to pay the Redeeming Partner in the form of Series D-2 D-8 Preferred Shares, the General Partner shall issue to the Series D-2 D-8 Redeeming Partner one Series D-2 D-8 Preferred Share for each Series D-2 D-8 Preferred Unit being redeemed (subject to modification as set forth in paragraph (c) below), whereupon the General Partner shall acquire the Series D-2 D-8 Preferred Units offered for redemption by the Series D-2 D-8 Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series D-2 D-8 Preferred Units. Any accumulated and unpaid distributions on such Series D-2 D-8 Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series D-2 D-8 Preferred Shares paid to the Series D-2 D-8 Redeeming Partner in consideration of such Series D-2 D-8 Preferred Units at the time of the issuance of such Series D-2D-8

General Partner Assumption of Right. (a) If the holder of the Series D-2 D-9 Preferred Units has delivered a Series D-2 D-9 Notice of Redemption, the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership -9- 14 and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy the Series D-2 D-9 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the redemption price required in Section 2.E(i)(a) above plus any accumulated and unpaid distributions (whether or not declared) holder's Capital Account for the Series D-2 D-9 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-2 D-9 Preferred Shares, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series D-2 D-9 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-2 D-9 Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series D-2 D-9 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-2 D-9 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-2 D-9 Preferred Units to exercise the Series D-2 D-9 Redemption Right afforded pursuant to paragraph (i) above. (b) In the event that the Partnership redeems Series D-2 D-9 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 determines to pay the Redeeming Partner in the form of Series D-2 D-9 Preferred Shares, the General Partner shall issue to the Series D-2 D-9 Redeeming Partner one Series D-2 D-9 Preferred Share for each Series D-2 D-9 Preferred Unit being redeemed (subject to modification as set forth in paragraph (c) below), whereupon the General Partner shall acquire the Series D-2 D-9 Preferred Units offered for redemption by the Series D-2 D-9 Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series D-2 D-9 Preferred Units. Any accumulated and unpaid distributions on such Series D-2 D-9 Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series D-2 D-9 Preferred Shares paid to the Series D-2 D-9 Redeeming Partner in consideration of such Series D-2 D-9 Preferred Units at the time of the issuance of such Series D-2D-9 Preferred Shares. (c) In the event that there shall be outstanding at any time both Series D-9 Preferred Shares and Series D-9 Preferred Units and the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange with respect to the Series D-9 Preferred Shares), in each case as a result of which the Series D-9 Preferred Shares are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination -10- 15 thereof), thereafter the Redemption Price payable by the General Partner in respect of one Series D-9 Preferred Unit shall be the 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-9 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-9 Preferred Units and no Series D-9 Preferred Shares and the General Partner shall be a party to any merger or consolidation in which the General Partner is not the surviving entity, then the Series D-9 Preferred Shares deliverable by the General Partner thereafter in redemption of Series D-9 Preferred Units pursuant to clause (ii) above shall be shares of the surviving entity or any entity controlling the surviving entity having the preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption substantially similar to those set forth on Schedule 1 to this Exhibit W. (d) Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Series D-9 Preferred Shares upon exercise of the Series D-9 Redemption Right.