Common use of Mandatory Exchange Clause in Contracts

Mandatory Exchange. Subject to Section 7 hereof, in the event that the Corporation gives a Notice of Mandatory Conversion (as defined in the Articles Supplementary of the Corporation relating to the right and preferences of the Corporation Preferred Stock as in effect on the date of the First Amendment) to holders of Corporation Preferred Stock, the Operating Partnership shall have the right to exchange on the Mandatory Conversion Date (as defined in such Articles Supplementary) not less than all of the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assuming, for such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the "Mandatory Exchange") of Series 1997-A Preferred Units, the Operating Partnership shall issue a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "Notice of Mandatory Exchange," and such date, the "Mandatory Exchange Date") to all holders of outstanding Series 1997-A Preferred Units on a date (the "Mandatory Exchange Notice Date") at least 90 but not more than 120 days prior to the Mandatory Exchange Date. The Notice of Mandatory Exchange shall also specify a record date (the "Mandatory Exchange Record Date") selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in the Notice of Mandatory Exchange is not clearly erroneous, the outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Date and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments to the Partnership Agreement to be made to reflect the Mandatory Exchange and shall deliver to the holders of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant to a Mandatory Exchange shall be immediately redeemable at any time thereafter, at the option of the holder thereof, in accordance with the redemption provisions of the Partnership Agreement.

Mandatory Exchange. In the event the Trading Price equals or exceeds 115% of the Exchange Price for 10 out of 15 consecutive Trading Days, this Security will be mandatorily exchanged on the fifth Trading Day (the "Exchange Date") immediately succeeding such tenth Trading Day (unless the Company shall have elected on or prior to the second Trading Day immediately succeeding such tenth Trading Day to permanently terminate the mandatory exchange provisions of this Security) into PCC Shares (subject to adjustment for certain events) per $1,000 principal amount of this Security (initially equivalent to a price of $ per share (the "Exchange Price")). Subject to Section 7 hereofthe following paragraph, on and after the Exchange Date, interest will cease to accrue on this Security. The Holder will be obligated to surrender this Security at the specified office of the Exchange Agent and PCC will be obligated to issue the Exchange Shares. Such exchange will be effected through the facilities of DTC, with the Holder being deemed to have automatically tendered this Security for exchange on the Exchange Date in accordance with applicable DTC procedures. The automatic exchange will be subject to the delivery of the Exchange Shares to the Paying Agent prior to the Exchange Date. In the event that the Corporation gives a Notice of Mandatory Conversion PCC shall distribute rights, options or warrants (as defined in the Articles Supplementary of the Corporation relating to the right and preferences of the Corporation Preferred Stock as in effect on the date of the First Amendmentother than Discount Rights) ("Rights") pro rata to holders of Corporation Preferred StockPCC Shares, so long as any such Rights have not expired or been redeemed, the Operating Partnership shall have the right to Holder of this Security when it is surrendered for exchange on the Mandatory Conversion Date (as defined in such Articles Supplementary) not less than all of the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for receive upon exchange, in addition to the Exchange Shares, a number of Common Units equal to the Common Exchange Rate (assuming, for such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the "Mandatory Exchange") of Series 1997-A Preferred Units, the Operating Partnership shall issue a notice that all Series 1997-A Preferred Units are Rights to be exchanged, setting forth the date of the intended determined as follows: (i) if such exchange (such notice, the "Notice of Mandatory Exchange," and such date, the "Mandatory Exchange Date") to all holders of outstanding Series 1997-A Preferred Units occurs on a date (the "Mandatory Exchange Notice Date") at least 90 but not more than 120 days or prior to the Mandatory Exchange Date. The Notice of Mandatory Exchange shall also specify a record date (for the "Mandatory Exchange Record Date") selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in the Notice of Mandatory Exchange is not clearly erroneous, the outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Date and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments to the Partnership Agreement to be made to reflect the Mandatory Exchange and shall deliver distribution to the holders of Rights of separate certificates evidencing such rights (the Series 1997-A Preferred Units "Distribution Date"), the same number of Rights to which a counterpart holder of a number of shares of PCC Shares equal to the Partnership Agreement to reflect number of Exchange Shares is entitled at the issuances time of such Common Units to such holders. Any Common Units issued pursuant to a Mandatory Exchange shall be immediately redeemable at any time thereafter, at the option of the holder thereof, exchange in accordance with the redemption terms and provisions of and applicable to the Partnership AgreementRights, and (ii) if such exchange occurs after such Distribution Date, the same number of Rights to which a holder of the number of shares of PCC Shares into which such Security was exchangeable immediately prior to such Distribution Date would have been entitled on such Distribution Date in accordance with the terms and provisions of and applicable to the Rights. The Exchange Price will not be subject to adjustments on account of any declaration, distribution or exercise of such Rights. On exchange of this Security, the Holder will not receive any cash payment representing an accrued discount or premium payment. PCC's delivery to the Holder of the Exchange Shares (or cash adjustment, as described below) into which this Security is exchangeable will be deemed to satisfy the Company's obligation to pay the principal amount and any accrued discount or premium attributable to the period from the Issue Date to the date of exchange. Fractional PCC Shares are not to be issued upon exchange, but, in lieu thereof, PCC will pay a cash adjustment based upon the market price of the PCC Shares.

Mandatory Exchange. Subject (i) Notwithstanding anything to Section 7 hereofthe contrary set forth in this Agreement, on the date on which the M&A Transaction is consummated, DIRECTV or such other Person that directly or indirectly acquires DISH DBS shall either: (A) purchase and assume from each Lender and each Preferred Member, as applicable, on the date to be set forth in the event that Mandatory Exchange Notice (which date shall not be prior to the Corporation gives a Notice of Mandatory Conversion Closing Date (as defined in the Articles Supplementary of Equity Purchase Agreement)) (the Corporation relating “Exchange Date”), upon prior written notice by DIRECTV to the right and preferences of the Corporation Preferred Stock as in effect on the date of the First Amendment) to holders of Corporation Preferred Stock, the Operating Partnership Administrative Agent (which such notice shall have the right to exchange on the Mandatory Conversion Date (as defined in such Articles Supplementary) be made not less than all 10 Business Days in advance thereof) (the “Mandatory Exchange Notice”), each Lender’s Term Loans and each Preferred Member’s Preferred Membership Interests outstanding, as applicable, as of such date, in exchange for notes (such notes, the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled “Exchange Notes”) to be exchanged for a number of Common Units issued by DIRECTV Financing, LLC (“DTV Issuer”), in an aggregate principal amount equal to the Common Exchange Rate sum of (assumingA) with respect to each Lender’s Term Loans, for (x) the aggregate principal amount of such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the "Mandatory Exchange") of Series 1997-A Preferred Units, the Operating Partnership shall issue a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (Term Loans held by such notice, the "Notice of Mandatory Exchange," Lender and such date, the "Mandatory Exchange Date") to all holders of outstanding Series 1997-A Preferred Units on a date (the "Mandatory Exchange Notice Date") at least 90 but not more than 120 days prior to the Mandatory Exchange Date. The Notice of Mandatory Exchange shall also specify a record date (the "Mandatory Exchange Record Date") selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in the Notice of Mandatory Exchange is not clearly erroneous, the outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Date and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments plus (y) unpaid accrued interest with respect to the Partnership Agreement to be made to reflect Loans held by such Lender as of the Mandatory Exchange Date, plus (z) the Make-Whole Amount (determined as of the Mandatory Exchange Date) or the Prepayment Premium (determined as of the Mandatory Exchange Date), as applicable, or (B) with respect to each Preferred Member’s Preferred Membership Interests, the Unreturned Preferred Amount (as defined in the DBS Subscriber Sub A&R LLC Agreement) in respect of such Preferred Membership Interests redeemed plus (ii) the Applicable Premium (as defined in the DBS Subscriber Sub A&R LLC Agreement); and otherwise on the terms and conditions set forth on Schedule 12.2(g) hereto; provided that all such purchases and assumptions, including with respect to any transferee, shall be made subject to the representations and warranties set forth in Section 12.2(i); or (B) purchase and assume from each Lender and each Preferred Member, as applicable, each Lender’s Term Loans and each Preferred Member’s Preferred Membership Interests outstanding, as applicable, for cash, in an aggregate principal amount equal to the sum of (A) with respect to each Lender’s Term Loans, (x) the aggregate principal amount of such Term Loans held by such Lender and outstanding on such date, plus (y) unpaid accrued interest with respect to the Loans held by such Lender as of such date, plus (z) the Make-Whole Amount (determined as of such date) or the Prepayment Premium (determined as of such date), as applicable, or (B) with respect to each Preferred Member’s Preferred Membership Interests, the Unreturned Preferred Amount (as defined in the DBS Subscriber Sub A&R LLC Agreement) in respect of such Preferred Membership Interests redeemed plus (ii) the Applicable Premium (as defined in the DBS Subscriber Sub A&R LLC Agreement); and otherwise on the terms and conditions set forth on Schedule 12.2(g) hereto; provided that all such purchases and assumptions, including with respect to any transferee, shall be made subject to the representations and warranties set forth in Section 12.2(i). (ii) The Administrative Agent, the Borrower and each Lender hereby undertakes to assist the other party and the DTV Issuer in a commercially reasonable manner to effectuate the exchange set forth in this Section 2.6(c), including, but not limited to, amending this Agreement and the terms thereof in a mutually acceptable manner. (iii) DIRECTV and DTV Issuer are express third-party beneficiaries of this Section 2.6(c) and no amendment, modification or waiver of this Section 2.6(c) shall be made without the written consent of DIRECTV and DTV Issuer. (iv) Upon the occurrence of the Exchange Date and the issuance of the Exchange Notes and the payment in full of all other Obligations, (x) all Transaction Documents shall terminate automatically, (y) all of the security interests in the Collateral that have been granted to the Administrative Agent, for the benefit of itself and the Lenders, under this Agreement shall automatically terminate, and (z) the Administrative Agent shall, at the expense of the Borrower, deliver to the holders of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant to a Mandatory Exchange shall be immediately redeemable at Borrower any time thereafter, at the option of the holder thereofcustomary release documentation, in accordance with form reasonably satisfactory to the redemption provisions of the Partnership AgreementBorrower.

Mandatory Exchange. Subject Within sixty (60) days of a Mandatory Exchange Triggering Event set out in clauses (ii) or (iv) of the definition thereof or at any time following the Mandatory Exchange Triggering Event set out in clause (iii) of the definition thereof, Newco may, and within 30 days of the Mandatory Exchange Triggering Event set out in clause (i) of the definition thereof, Newco shall, upon not less than twenty one (21) days and not more than thirty (30) days prior written notice (a “Mandatory Exchange Notice”, and such period, the “Mandatory Exchange Notice Period”), require each of the IESI Owners to exercise the Exchange Right for Shares or, if Newco is entitled to make a Market Cash Election with respect to any IESI Owner, Market Cash, in accordance with this Agreement, with respect to any and all Preferred Shares which are then outstanding (a “Mandatory Exchange”); provided that, so long as any relevant IESI Owners have complied with Section 4.7 as if they were parties to this Agreement, Newco shall not be permitted to deliver a Mandatory Exchange Notice unless all necessary filings with respect to any IESI Owner under the HSR Act have been made and all applicable waiting periods in connection with such filings have expired. At any time during the Mandatory Exchange Notice Period, an IESI Owner may exercise its Exchange Right pursuant to Section 7 hereof2.1 (provided that, in the case of a Mandatory Exchange Triggering Event set out in clause (iv) of the definition thereof, if so approved by the vote or consent in writing of IESI Owners holding more than 50% of the Preferred Shares then outstanding, the IESI Owners may not exercise their right to elect Distribution Cash pursuant to the Exchange Consideration Option during such Mandatory Exchange Notice Period). In the event that an IESI Owner does not exercise its Exchange Right by delivering an Exchange Notice by the expiration of the Mandatory Exchange Notice Period, Newco shall initiate the Exchange Right by delivering written notice to such IESI Owner of its election to initiate the Exchange Right and the Exchange Consideration shall be Shares or, in the event that the Corporation gives of a Notice of Mandatory Conversion (as defined Market Cash Election in the Articles Supplementary of the Corporation relating to the right and preferences of the Corporation Preferred Stock as in effect on the date of the First Amendment) to holders of Corporation Preferred Stockaccordance with Section 2.3, Market Cash. Following such election by Newco, the Operating Partnership shall have the right to exchange on the Mandatory Conversion Date relevant provisions of this Agreement (as defined in such Articles Supplementary) not less than all of the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assumingincluding, for such purpose that a Common Unit is equivalent to a share greater certainty, the relevant provision of Common Stock). In order to elect Sections 2.3 and 2.4) shall operate to effect the mandatory exchange (completion of the "Mandatory Exchange") of Series 1997-A Preferred Units, . In the Operating Partnership shall issue event that Newco fails to deliver a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "Notice of Mandatory Exchange," and such date, the "Mandatory Exchange Date") to all holders of outstanding Series 1997-A Preferred Units on a date (the "Mandatory Exchange Notice Date"within sixty (60) at least 90 but not more than 120 days prior to of the occurrence of the Mandatory Exchange Date. The Notice of Mandatory Exchange shall also specify a record date Triggering Event set out in subsections (the "Mandatory Exchange Record Date"ii) selected by the Board of Directors or (iv) of the General Partner which is definition thereof, Newco shall be deemed to have elected not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in the Notice of Mandatory Exchange is not clearly erroneous, the outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Date and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments to the Partnership Agreement to be made to reflect the Mandatory Exchange and shall deliver to the holders of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant to effect a Mandatory Exchange in connection with the relevant Mandatory Exchange Triggering Event and its rights with respect to any such Mandatory Triggering Event shall be immediately redeemable at any time thereafter, at the option of the holder thereof, in accordance with the redemption provisions of the Partnership Agreementconsidered waived.

Mandatory Exchange. Subject (a) If, on the Settlement Date with respect to a Mandatory Exchange Event, the aggregate number of Partnership Units which have not been acquired or converted pursuant to Section 7 hereof2, Section 3 or Section 4 above exceeds the product (such product being herein called the "Non-Excess Partnership Units") of the number of Partnership Units outstanding on the Effective Date multiplied by the Remaining Original Property Ratio (calculated without including the Original Property Ratio of any Original Property then being sold, transferred or otherwise disposed of), then Partnership Units in the event that number of such excess (the Corporation gives a Notice of Mandatory Conversion (as defined in the Articles Supplementary of the Corporation relating "Excess Partnership Units") shall automatically be deemed tendered to the right Company, whereupon the provisions of Section 2 and preferences 3 above shall apply without the need of any Exercise Notice or actual tendering of Partnership Units. In the Corporation Preferred Stock as in effect event of an automatic tender pursuant to this Section 5, each Unitholder holding Partnership Units on the date of Settlement Date for such Mandatory Exchange Event shall automatically be deemed to have tendered to the First Amendment) to holders of Corporation Preferred Stock, the Operating Partnership shall have the right to exchange on the Mandatory Conversion Date (as defined in such Articles Supplementary) not less than all of the outstanding Series 1997-A Preferred Units into Company a number of fully paid and non-assessable Common Partnership Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assuming, for such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the "Mandatory ExchangeUnits") equal to the total number of Series 1997-A Preferred UnitsPartnership Units then held by such Unitholder multiplied by a fraction, the Operating numerator of which is the number of Excess Partnership shall issue Units then existing, and the denominator of which is the number of then existing Partnership Units which have not been acquired or converted pursuant to Section 2, Section 3 or Section 4 above. (b) If, on the Settlement Date with respect to a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "Notice of Mandatory Exchange," and such date, the "Mandatory Exchange Date") Event there has been a voluntary tender of Partnership Units for which the Settlement Date has not yet occurred, then the Settlement Date for such voluntary tender shall instead be the Settlement Date with respect to all holders of outstanding Series 1997-A Preferred Units on a date (the "such Mandatory Exchange Notice Date"Event, but the Tender Date and Unit Xxxx (c) at least 90 but not more than 120 days The settlement of any mandatory exchange or redemption pursuant to this Section 5 shall be deemed to have occurred prior to the Mandatory Exchange DateEvent giving rise to such mandatory exchange or redemption. The Notice of Mandatory Exchange shall also specify a record date (the "Mandatory Exchange Record Date") selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the All Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in the Notice of Mandatory Exchange is not clearly erroneous, the outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Date allocations and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments distributions made pursuant to the Partnership Agreement to be made to reflect the on account of any such Mandatory Exchange Event shall be calculated and shall deliver made on the basis that the settlement of any mandatory exchange or redemption pursuant to the holders this Section 5 occurred prior to such Mandatory Exchange Event. (d) As of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant Settlement Date with respect to a Mandatory Exchange Event, all certificates representing Partnership Units which have not actually been surrendered to the Company shall be immediately redeemable at thereafter represent only the Partnership Units or other securities to which the Unitholder remains entitled under this Section 5. Upon being notified by the Company of a Mandatory Exchange Event each Unitholder shall promptly deliver to the Company a completed and duly executed Exercise Notice with respect to any time thereafterExcess Partnership Units held by such Unitholder. (e) Except as modified by this Section 5, at the option all other provisions of the holder thereof, in accordance with the redemption provisions this Agreement shall apply to an acquisition or conversion of the Partnership Units pursuant to this Section 5, and any deemed tender of Partnership Units pursuant to this Section 5 shall be treated as an actual tender for purposes of the other provisions of this Agreement.

Mandatory Exchange. Subject to Section 7 hereof(i) All Preferred Shares held by each holder on November 30, in the event that the Corporation gives a Notice of Mandatory Conversion 1998 (as defined in the Articles Supplementary of the Corporation relating to the right and preferences of the Corporation Preferred Stock as in effect on the date of the First Amendment) to holders of Corporation Preferred Stock, the Operating Partnership shall have the right to exchange on the Mandatory Conversion Date (as defined in such Articles Supplementary) not less than all of the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assuming, for such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the "Mandatory Exchange") of Series 1997-A Preferred Units, the Operating Partnership shall issue a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "Notice of Mandatory Exchange," and such date, the "Mandatory Exchange Date") to all holders of outstanding Series 1997-A Preferred Units on a date (taking into account conversions through November 29, 1998) shall be automatically exchanged into convertible subordinated debentures in the form attached (the "Mandatory Exchange Notice DateDebentures") at least 90 but not more than 120 days issued to each holder in an amount equal to the Liquidation Preference of the Preferred Shares then held by each holder. Each holder shall have the right to convert in accordance herewith any or all of its Preferred Shares through November 29, 1998. The Debentures will be accompanied by an opinion of counsel in form and substance substantially identical to the form of opinion attached hereto as Exhibit "B." (ii) In the event of the occurrence prior to the Mandatory Exchange Date. The Notice November 30, 1998, of Mandatory Exchange shall also specify a record date an Event of Default (the "Mandatory Exchange Record Date"as defined below), or an Acceleration Event (as defined in Section 4(n) selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before hereof), then the Mandatory Exchange Date shall be accelerated to the date of such Event of Default or Acceleration Event. An Event of Default shall be deemed to have occurred if the Corporation shall breach any material term or condition of the Exchange Agreement, this Certificate or the Registration Rights Agreement, and the number shall have failed to cure such breach within ten (10) days after receipt of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice notice of Mandatory Exchange, then, provided that the computation set forth such breach in the Notice case of Mandatory Exchange is not clearly erroneousa default involving the payment of money, and within thirty (30) days after receipt of notice of such breach in the outstanding Series 1997case of a non-A Preferred Units will monetary breach. The date of an occurrence of an Event of Default shall be automatically exchanged for Common Units at the close of business deemed to have occurred on the Mandatory Exchange Date and on such date next day following the Operating Partnership will pay holders expiration of the Series 1997above-A Preferred Units stated applicable cure period without a cure having been effected. Upon acceleration, all amounts become due and must be paid in immediately available funds. The Corporation shall promptly notify each holder as soon as it becomes aware of an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close occurrence of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments to the Partnership Agreement to be made to reflect the Mandatory Exchange and shall deliver to the holders an Event of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant to a Mandatory Exchange shall be immediately redeemable at any time thereafter, at the option of the holder thereof, in accordance with the redemption provisions of the Partnership AgreementDefault or an Acceleration Event.

Mandatory Exchange. Subject to Section 7 hereof, in the event that the Corporation gives a Notice of Mandatory Conversion (as defined in the Articles Supplementary of the Corporation relating to the right and preferences of the Corporation Preferred Stock as in effect on the date of the First Amendment) to holders of Corporation Preferred Stock, the Operating Partnership shall have the right to exchange on the Mandatory Conversion Date (as defined in such Articles Supplementary) not less than all of the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assuming, for such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the "Mandatory Exchange") of Series 1997-A Preferred Units, the Operating Partnership shall issue a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "Notice of Mandatory ExchangeNOTICE OF MANDATORY EXCHANGE," and such date, the "Mandatory Exchange DateMANDATORY EXCHANGE DATE") to all holders of outstanding Series 1997-A Preferred Units on a date (the "Mandatory Exchange Notice DateMANDATORY EXCHANGE NOTICE DATE") at least 90 but not more than 120 days prior to the Mandatory Exchange Date. The Notice of Mandatory Exchange shall also specify a record date (the "Mandatory Exchange Record DateMANDATORY EXCHANGE RECORD DATE") selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in the Notice of Mandatory Exchange is not clearly erroneous, the outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Date and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments to the Partnership Agreement to be made to reflect the Mandatory Exchange and shall deliver to the holders of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant to a Mandatory Exchange shall be immediately redeemable at any time thereafter, at the option of the holder thereof, in accordance with the redemption provisions of the Partnership Agreement.