Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following the expiration of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with written notice of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares issued pursuant to this Section 17.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Bylaws of the General Partner Entity, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C Preferred Units for Series C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), receive any cash distribution from the Partnership, if such holder, after exchange, is entitled to receive a cash distribution with respect to the Series C Preferred Shares for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxx Xxxxxx Xxxxx, Xxxxx 0000000, XxxxxxxXxxxxx, Xxxxx Xxxxxxxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares issued pursuant to this Section 17.9 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933 and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C Preferred Units for Series C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (bB) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C Preferred Shares for which such Series C Preferred Unit was exchanged or redeemed. Further, for purposes of the foregoing, in the event of an exchange of Series C Preferred Units for Series C Preferred Shares, if the accrued and unpaid distributions per Series C Preferred Unit is not the same for all Series C Preferred Units, the accrued and unpaid distributions per Series C Preferred Unit for all Series C Preferred Units shall be equal to the greatest amount of such accrued and unpaid distributions per Series C Preferred Unit on any such unit. (iii) Fractional shares of Series C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE"“Exchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series C N Preferred Units, or a specified portion thereof, Units may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C N Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C N Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx c/o PS Business Parks, Inc., 700 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, Attention: Exxxxx X. Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C N Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C N Exchange Price shall have been paid. Any Series C N Preferred Shares Stock issued pursuant to this Section 17.9 8 shall be delivered delivered, as promptly as practicable, as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C N Preferred Units for shares of Series C N Preferred SharesStock, an amount equal to the accrued and unpaid distributionsPriority Return, whether or not declared, to the date of exchange on any Series C N Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C N Preferred Shares Stock into which such Series C N Preferred Units are exchanged, and (b) continue to accrue on such Series C N Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C N Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C N Preferred Unit that was validly exchanged into Series C N Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C N Preferred Unit), receive any cash a distribution from the Partnership, if such holder, after exchange, is entitled to receive a cash distribution from the General Partner with respect to the share of Series C N Preferred Shares Stock for which such Series C N Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C N Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C N Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised ---------------------- pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the --------------- General Partner by the holder who is exercising such exchange rightPartners representing at least 51% of the outstanding Series A Preferred Units, by (ai) fax and (bii) by certified mail postage prepaid. The exchange of Series C A Preferred Units, or a specified portion thereof, may be effected after the fifth (5th5/th/) Business Day Days following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C A Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C A Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx located at 0000 X. Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx Xx Xxxxxxx, XX 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C A Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any The right to exchange Series C A Preferred Shares issued Units called for redemption will terminate at the close of business on a redemption date. Notwithstanding anything to the contrary contained herein, any and all Series A Preferred Units to be exchanged for REIT Series A Preferred Stock pursuant to this Section 17.9 16.7 shall be delivered as shares which are duly authorizedso exchanged in a single transaction at one time. As a condition to exchange, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Bylaws of the General Partner Entity, may require the holders of Series A Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of REIT Series A Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act and relevant of 1933, as amended, or any state securities or blue sky laws. The certificates representing the Preferred Shares issued upon exchange of the Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (ii) In the event of an exchange of Series C A Preferred Units for REIT Series C A Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, distributions to the date of exchange on any Series C A Preferred Units tendered for exchange shall (ai) accrue on the shares of the REIT Series C A Preferred Shares into which such Series C A Preferred Units are exchanged, and (bii) continue to accrue on such Series C A Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such REIT Series C A Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C A Preferred Unit that was validly exchanged into for REIT Series C A Preferred Shares pursuant to this section (other than the General Partner now holding such Series C A Preferred Unit), receive any cash a distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the REIT Series C A Preferred Shares for which such Series C A Preferred Unit was exchanged or redeemed. (iii) Fractional shares of REIT Series C A Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the REIT Series C A Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE"“Exchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C F Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C F Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C F Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, is: 500 Xxxxxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000. Xxxxxxxxxxxx 00000 Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C F Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C F Preferred Shares issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) In If the event of an exchange of Series C F Preferred Units for shares of Series C F Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C F Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C F Preferred Shares into which such Series C F Preferred Units are exchanged, and (bB) continue to accrue on such Series C F Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C F Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C F Preferred Unit that was validly exchanged into Series C F Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series C F Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C F Preferred Shares for which such Series C F Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C F Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C F Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ay) fax and (bz) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series C Preferred Units by delivering to each holder of record of Series C Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (B) a specified portion thereofwritten notice stating (1) the exchange date, which may be effected after the fifth (5th) Business Day following the expiration date of the such written notice or any other date which is not later than fifteen (15) day period further described in Business Days following the first sentence receipt of Section 17.9.A(iii)the Exchange Notice, by delivering certificates(2) the Series C Exchange Price, if anyand (3) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, representing such the General Partner may require the holders of Series C Preferred Units to make such representations as may be exchanged together with written notice reasonably necessary for the General Partner to establish that the issuance of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof Stock pursuant to the office exchange shall not be required to be registered under the Securities Act of the General Partner maintained for such purpose1933, as amended, or any state securities laws. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close Any shares of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares Stock issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityCompany, the Securities Act of 1933, as amended and relevant state securities or blue sky lawslaws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), be entitled to receive any cash a distribution from the Partnershipout of Available Cash with respect to such exchanged Unit, if such holder, after such exchange, is entitled to receive a cash distribution from the Company with respect to the share of Series C Preferred Shares Stock for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Shares are Stock shall not to be issued upon any exchange hereunder but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE"“Exchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series C G Preferred Units, or a specified portion thereof, Units may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C G Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C G Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxxc/o PS Business Parks, Xxxxx 0000Inc., Xxxxxxx000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxx X. Xxxxxxxx. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C G Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C G Exchange Price shall have been paid. Any Series C G Preferred Shares Stock issued pursuant to this Section 17.9 8 shall be delivered delivered, as promptly as practicable, as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C G Preferred Units for shares of Series C G Preferred SharesStock, an amount equal to the accrued and unpaid distributionsPriority Return, whether or not declared, to the date of exchange on any Series C G Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C G Preferred Shares Stock into which such Series C G Preferred Units are exchanged, and (b) continue to accrue on such Series C G Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C G Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C G Preferred Unit that was validly exchanged into Series C G Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C G Preferred Unit), receive any cash a distribution from the Partnership, if such holder, after exchange, is entitled to receive a cash distribution from the General Partner with respect to the share of Series C G Preferred Shares Stock for which such Series C G Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C G Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C G Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised ---------------------- pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the --------------- General Partner by the holder who is exercising such exchange right, by fax (aif the holder of the Series C Preferred Units shall have provided the Partnership with such holder's fax number) fax and (b) by certified mail postage prepaid. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day Days following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxxlocated at 0000 X. Xxxxxxxxx Xxxxxxx, Xxxxx 0000000, XxxxxxxXxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares issued pursuant to this Section 17.9 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustDeclaration, the Bylaws of the General Partner EntityTrust, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner Trust as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares pursuant to this section (other than the General Partner Trust now holding such Series C Preferred Unit), receive any cash a distribution from out of funds legally available for the Partnershippayment of distributions, if such holder, after exchange, is entitled to receive a cash distribution out of funds legally available for the payment of distributions with respect to the share of Series C Preferred Shares for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors Trustees of the General PartnerTrust.

Procedure for Exchange. (i) i. Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Charter, including the Ownership Limit and the Related Tenant Limit. The exchange of Series C E Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice and such requested information by delivering certificates, if any, representing such Series C E Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C E Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx121 West Forsyth Street, Xxxxx 0000Suxxx 000, XxxxxxxXxxxxxxxxxxx, Xxxxx Xxxxxxx 00000. Each exchange will be deemed Xxxx xxxxxxxx xxxx xx xxemed to have been effected immediately prior to the close of business on the date on which such Series C E Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C E Preferred Shares issued pursuant to this Section 17.9 10 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) . In the event of an exchange of Series C E Preferred Units for shares of Series C E Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series C E Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series C E Preferred Shares Stock into which such Series C E Preferred Units are exchanged, and (bii) continue to accrue on such Series C E Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C E Preferred Units. Notwithstanding Notwith- standing anything to the contrary set forth herein, in no event shall a holder of a Series C E Preferred Unit that was validly exchanged into Series C E Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C E Preferred Unit), receive any cash a distribution from out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution Partnership with respect to the any Series C E Preferred Shares for which such Series C Preferred Unit was exchanged or redeemedUnits so exchanged. (iii) . Fractional shares of Series C E Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C E Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii), the General Partner and the Partnership shall effect any exchange of Series C Preferred Units by delivering to each holder of record of Series C Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (1) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (2) a specified portion thereofwritten notice stating (A) the exchange date, which may be effected after the fifth (5th) Business Day following the expiration date of the such written notice or any other date which is not later than fifteen (15) day period further described Business Days following the receipt of the Exchange Notice, (B) the Exchange Price, and (C) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. Notwithstanding anything to the contrary contained herein, any and all Preferred Units to be exchanged for REIT Preferred Stock pursuant to this Section 7 shall be so exchanged in a single transaction at one time. As a condition to the first sentence exchange, the General Partner may require the holders of Section 17.9.A(iii), by delivering certificates, if any, representing such Series C Preferred Units to make such representations as may be exchanged together with written notice reasonably necessary for the General Partner to establish that the issuance of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof Stock pursuant to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will shall not be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Series C Exchange Price shall have been paidamended, or any state securities laws. Any Series C Preferred Shares Stock issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws.laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER (ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares Stock into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), receive any cash a distribution from out of Operating Cash Flow or Capital Cash Flow of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Operating Cash Flow or Capital Cash Flow with respect to the share of Series C Preferred Shares Stock for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 7 of the Charter, including the Ownership Limit. The exchange of Series C D Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice and such requested information by delivering certificates, if any, representing such Series C D Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C D Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is located at 900 Xxxxx Xxxxxxxx XxxxxXxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx Xxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any shares of Series C D Preferred Shares Stock issued pursuant to this Section 17.9 4.2.10.8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C D Preferred Units for shares of Series C D Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions that are not paid pursuant to Section 4.2.10.3(a) hereof, whether or not declared, to the date of exchange on any Series C D Preferred Units tendered for exchange shall (aA) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series C D Preferred Shares Stock into which such Series C D Preferred Units are exchanged, and (bB) continue to accrue on such Series C D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C D Preferred Unit that was validly exchanged into Series C D Preferred Shares Stock pursuant to this section Section (other than the General Partner now holding such Series C D Preferred Unit), receive any cash a distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution with respect to the any Series C D Preferred Shares for which such Series C Preferred Unit was exchanged or redeemedUnits so exchanged. (iii) Fractional shares of Series C D Preferred Shares are Stock shall not to be issued upon exchange but, in lieu thereof, the General Partner will shall pay a cash adjustment based upon the fair market value of the Series C D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C B EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series C B Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following the expiration of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii16.9.A(iii), by delivering certificates, if any, representing such Series C B Preferred Units to be exchanged together with written notice of exchange and an assignment of such Series C B Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i16.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C B Exchange Price shall have been paid. Any Series C B Preferred Shares issued pursuant to this Section 17.9 16.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Bylaws of the General Partner Entity, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C B Preferred Units for Series C B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C B Preferred Shares into which such Series C B Preferred Units are exchanged, and (b) continue to accrue on such Series C B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C B Preferred Unit that was validly exchanged into Series C B Preferred Shares pursuant to this section (other than the General Partner now holding such Series C B Preferred Unit), receive any cash distribution from the Partnership, if such holder, after exchange, is entitled to receive a cash distribution with respect to the Series C B Preferred Shares for which such Series C B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C A EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C A Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Series A Exchange Notice by delivering certificates, if any, representing such Series C A Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C A Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx is: Sun Communities, Inc. Suitx 000 00000 Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx Xxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C A Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C A Exchange Price shall have been paiddelivered. Any Series C A Preferred Shares Stock issued pursuant to this Section 17.9 SECTION 16.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C A Preferred Units for shares of Series C A Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C A Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C A Preferred Shares Stock into which such Series C A Preferred Units are exchanged, and (bB) continue to accrue on such Series C A Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C A Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C A Preferred Unit that was validly exchanged into Series C A Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C A Preferred Unit), receive any a cash distribution from out of available cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution with respect to the share of Series C A Preferred Shares Stock for which such Series C A Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C A Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C A Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE"“Series D Exchange Notice”) delivered to the General Partner by the holder who is exercising such Partners representing at least 51% of the outstanding Series D Preferred Units (or by the Series D Contributor in the case of an exchange rightpursuant to the last sentence of Section 19.9.A(i) hereof), by (aA) fax and (bB) by certified mail postage prepaid. The General Partner may effect any exchange of Series C D Preferred Units, or a specified exercise its option to cause the Partnership to redeem any portion thereof, may be effected after the fifth (5th) Business Day following the expiration of the fifteen (15Series D Preferred Units for cash pursuant to Section 19.9.A(ii) day period further described in the first sentence of or redeem Series D Excess Units pursuant to Section 17.9.A(iii19.9.A(iii), by delivering certificatesto each Holder of record of Series D Preferred Units, within ten (10) Business Days following receipt of the Series D Exchange Notice, (a) if anythe General Partner elects to cause the Partnership to acquire any of the Series D Preferred Units then outstanding, (1) certificates representing the REIT Series D Preferred Shares being issued in exchange for the Series D Preferred Units of such Holder being exchanged and (2) a written notice (a “Series D Redemption Notice”) stating (A) the redemption date, which may be the date of such Series C D Redemption Notice or any other date which is not later than sixty (60) days following the receipt of the Series D Exchange Notice, (B) the redemption price, (C) the place or places where the Series D Preferred Units are to be surrendered and (D) that distributions on the Series D Preferred Units will cease to accrue on such redemption date, or (b) if the General Partner elects to cause the Partnership to redeem all of the Series D Preferred Units then outstanding in exchange for cash, a Series D Redemption Notice. Series D Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) on the redemption date. Holders of Series D Preferred Units shall deliver any canceled certificates representing Series D Preferred Units which have been exchanged or redeemed to the office of General Partner (which currently is located at 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 90064) within ten (10) Business Days of the exchange or redemption with respect thereto. Notwithstanding anything to the contrary contained herein, any and all Series D Preferred Units to be exchanged together with written notice of exchange and an assignment of such for REIT Series C D Preferred Units and such opinions of counsel and further assurances further described Shares pursuant to this Section 19.9 shall be so exchanged in Section 17.6.C(i) hereof a single transaction at one time. As a condition to the office of exchange, the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to may require the close Holders of business on the date on which such Series C D Preferred Units to make such representations as may be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by reasonably necessary for the General Partner as aforesaid and to establish that the issuance of REIT Series C Exchange Price D Preferred Shares pursuant to the exchange shall have been paidnot be required to be registered under the Securities Act or any state securities laws. Any REIT Series C D Preferred Shares issued pursuant to this Section 17.9 19.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. The certificates representing the REIT Series D Preferred Shares issued upon exchange of the Series D Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND STATE SECURITIES LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER. (ii) In the event of an exchange of Series C D Preferred Units for REIT Series C D Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C D Preferred Units tendered for exchange shall (aA) accrue on the shares of the REIT Series C D Preferred Shares into which such Series C D Preferred Units are exchanged, and (bB) continue to accrue on such Series C D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder Holder of such Series C D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder Holder of a Series C D Preferred Unit that was validly exchanged into REIT Series C D Preferred Shares pursuant to this section (other than the General Partner now holding such Series C D Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holderHolder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the share of REIT Series C D Preferred Shares for which such Series C D Preferred Unit was exchanged or redeemed. Further for purposes of the foregoing, in the event of an exchange of Series D Preferred Units for REIT Series D Preferred Shares, if the accrued and unpaid distributions per Series D Preferred Unit is not the same for each Series D Preferred Unit, the accrued and unpaid distributions per Series D Preferred Unit for each such Series D Preferred Unit shall be equal to the greatest amount of such accrued and unpaid distributions per Series D Preferred Unit on any such unit. (iii) Fractional shares of REIT Series C D Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant ---------------------- to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner --------------- by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii), the General Partner and the Partnership shall effect any exchange of Series C Preferred Units by delivering to each holder of record of Series C Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (1) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (2) a specified portion thereofwritten notice stating (A) the exchange date, which may be effected after the fifth (5th) Business Day following the expiration date of the such written notice or any other date which is not later than fifteen (15) day period further described Business Days following the receipt of the Exchange Notice, (B) the Exchange Price, and (C) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. Notwithstanding anything to the contrary contained herein, any and all Preferred Units to be exchanged for REIT Preferred Stock pursuant to this Section 7 shall be so exchanged in a single transaction at one time. As a condition to the first sentence exchange, the General Partner may require the holders of Section 17.9.A(iii), by delivering certificates, if any, representing such Series C Preferred Units to make such representations as may be exchanged together with written notice reasonably necessary for the General Partner to establish that the issuance of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof Stock pursuant to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will shall not be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Series C Exchange Price shall have been paidamended, or any state securities laws. Any Series C Preferred Shares Stock issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws.laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER (ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares Stock into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), receive any cash a distribution from out of Operating Cash Flow or Capital Cash Flow of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Operating Cash Flow or Capital Cash Flow with respect to the share of Series C Preferred Shares Stock for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised ---------------------- pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by fax (aif the holder of the Series C Preferred Units shall have provided the Partnership with such holder's fax number) fax and (b) by certified mail postage prepaid. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day Days following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxxlocated at 0000 X. Xxxxxxxxx Xxxxxxx, Xxxxx 0000000, XxxxxxxXxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares issued pursuant to this Section 17.9 4.02(e)(viii) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Bylaws of the General Partner EntityCompany, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner Company as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares pursuant to this section (other than the General Partner Company now holding such Series C Preferred Unit), receive any cash a distribution from out of funds legally available for the Partnershippayment of distributions, if such holder, after exchange, is entitled to receive a cash distribution out of funds legally available for the payment of distributions with respect to the share of Series C Preferred Shares for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors Trustees of the General PartnerCompany.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant ---------------------- to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner --------------- by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii), the General Partner and the Partnership shall effect any exchange of Series C B Preferred Units by delivering to each holder of record of Series B Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (1) certificates representing the Series B Preferred Stock being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a specified portion thereofwritten notice stating (A) the exchange date, which may be effected after the fifth (5th) Business Day following the expiration date of the such written notice or any other date which is not later than fifteen (15) day period further described in Business Days following the first sentence receipt of Section 17.9.A(iii)the Exchange Notice, by delivering certificates(B) the Exchange Price, if anyand (C) that distributions on the Series B Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, representing such the General Partner may require the holders of Series C B Preferred Units to make such representations as may be exchanged together with written notice of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of reasonably necessary for the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior establish that the issuance of Series B Preferred Stock pursuant to the close of business on the date on which such Series C Preferred Units exchange shall not be required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Series C Exchange Price shall have been paidamended, or any state securities laws. Any Series C B Preferred Shares Stock issued pursuant to this Section 17.9 SECTION 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws.laws or created by the exchanging holder of Series B Preferred Units. Each Series B Preferred Unit exchanged hereunder for a share of Series B Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series B Preferred Stock is outstanding. The certificates representing the Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER (ii) In the event of an exchange of Series C B Preferred Units for shares of Series C B Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C B Preferred Shares Stock into which such Series C B Preferred Units are exchanged, and (b) continue to accrue on such Series C B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C B Preferred Unit that was validly exchanged into Series C B Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C B Preferred Unit), receive any cash a distribution from out of Operating Cash Flow or Capital Cash Flow of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Operating Cash Flow or Capital Cash Flow with respect to the share of Series C B Preferred Shares Stock for which such Series C B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C B Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C B Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICESeries E Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C E Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Series E Exchange Notice by delivering certificates, if any, representing such Series C E Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C E Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxx Xxxxxx Xxxxx, Xxxxx 0000000, XxxxxxxXxxxxx, Xxxxx Xxxxxxxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C E Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C E Exchange Price shall have been paid. Any Series C E Preferred Shares issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C E Preferred Units for Series C E Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C E Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C E Preferred Shares into which such Series C E Preferred Units are exchanged, and (bB) continue to accrue on such Series C E Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C F Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C E Preferred Unit that was validly exchanged into Series C E Preferred Shares pursuant to this section (other than the General Partner now holding such Series C E Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C E Preferred Shares for which such Series C E Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C E Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C E Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICESeries F Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Series F Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Articles of Incorporation, including the Ownership Limit and the Related Tenant Limit. The exchange of Series C F Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day Days following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Series F Exchange Notice and such requested information by delivering certificates, if any, representing such Series C F Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C F Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000000, XxxxxxxXxxxxxxxxxxx, Xxxxx Xxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C F Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C F Exchange Price shall have been paid. Any Series C F Preferred Shares Stock issued pursuant to this Section 17.9 4.10(g) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration Articles of TrustIncorporation, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (iiB) In the event of an exchange of Series C F Preferred Units for shares of Series C F Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series C F Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series C F Preferred Shares Stock into which such Series C F Preferred Units are exchanged, and (bii) continue to accrue on such Series C F Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C F Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C F Preferred Unit that was validly exchanged into Series C F Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C F Preferred Unit), receive any cash a distribution from out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution Partnership with respect to the any Series C F Preferred Shares for which such Series C Preferred Unit was exchanged or redeemedUnits so exchanged. (iiiC) Fractional shares of Series C F Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C F Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised ----------------------- pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by fax (aif the holder of the Series B Preferred Units shall have provided the Partnership with such holder's fax number) fax and (bii) by certified mail postage prepaid. The exchange of Series C B Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day Days following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C B Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C B Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxxlocated at 0000 X. Xxxxxxxxx Xxxxxxx, Xxxxx 0000000, XxxxxxxXxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C B Preferred Shares issued pursuant to this Section 17.9 4.02(d)(viii) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Bylaws of the General Partner EntityCompany, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C B Preferred Units for shares of Series C B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C B Preferred Units tendered for exchange shall (ai) accrue on the shares of the Series C B Preferred Shares into which such Series C B Preferred Units are exchanged, and (bii) continue to accrue on such Series C B Preferred Units, which shall remain outstanding following such exchange, with the General Partner Company as the holder of such Series C B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C B Preferred Unit that was validly exchanged into Series C B Preferred Shares pursuant to this section (other than the General Partner Company now holding such Series C B Preferred Unit), receive any cash a distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the share of Series C B Preferred Shares for which such Series C B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors Trustees of the General PartnerCompany.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C B Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C B Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C B Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000060 Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxx Xxxxxxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C B Preferred Shares issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C B Preferred Units for shares of Series C B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C B Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C B Preferred Shares into which such Series C B Preferred Units are exchanged, and (bB) continue to accrue on such Series C B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C B Preferred Unit that was validly exchanged into Series C B Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series C B Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C B Preferred Shares for which such Series C B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii), the General Partner and the Partnership shall effect any exchange of Series C B Preferred Units by delivering to each holder of record of Series B Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (1) certificates representing the Series B Preferred Stock being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a specified portion thereofwritten notice stating (A) the exchange date, which may be effected after the fifth (5th) Business Day following the expiration date of the such written notice or any other date which is not later than fifteen (15) day period further described in Business Days following the first sentence receipt of Section 17.9.A(iii)the Exchange Notice, by delivering certificates(B) the Exchange Price, if anyand (C) that distributions on the Series B Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, representing such the General Partner may require the holders of Series C B Preferred Units to make such representations as may be exchanged together with written notice of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of reasonably necessary for the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior establish that the issuance of Series B Preferred Stock pursuant to the close of business on the date on which such Series C Preferred Units exchange shall not be required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Series C Exchange Price shall have been paidamended, or any state securities laws. Any Series C B Preferred Shares Stock issued pursuant to this Section 17.9 SECTION 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws.laws or created by the exchanging holder of Series B Preferred Units. Each Series B Preferred Unit exchanged hereunder for a share of Series B Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series B Preferred Stock is outstanding. The certificates representing the Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER (ii) In the event of an exchange of Series C B Preferred Units for shares of Series C B Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C B Preferred Shares Stock into which such Series C B Preferred Units are exchanged, and (b) continue to accrue on such Series C B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C B Preferred Unit that was validly exchanged into Series C B Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C B Preferred Unit), receive any cash a distribution from out of Operating Cash Flow or Capital Cash Flow of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Operating Cash Flow or Capital Cash Flow with respect to the share of Series C B Preferred Shares Stock for which such Series C B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C B Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C B Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, is: 60 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares issued pursuant to this Section 17.9 10 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (bB) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares pursuant to this section Section 10 (other than the General Partner now holding such Series C Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C Preferred Shares for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange pursuant to this Amendment shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the --------------- General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C H Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C H Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C H Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxx Xxxxxx Xxxxx, Xxxxx 0000000, XxxxxxxXxxxxx, Xxxxx Xxxxxxxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C H Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C H Preferred Shares issued pursuant to this Section 17.9 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933 and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C H Preferred Units for Series C H Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C H Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C H Preferred Shares into which such Series C H Preferred Units are exchanged, and (bB) continue to accrue on such Series C H Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C H Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C H Preferred Unit that was validly exchanged into Series C H Preferred Shares pursuant to this section (other than the General Partner now holding such Series C H Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C H Preferred Shares for which such Series C H Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C H Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C H Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors Trustees of the General Partner.

Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the Ownership Limitation of the General Partner. The exchange of Series C D Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice and such requested information by delivering certificates, if any, representing such Series C D Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C D Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is located at 000 Xxxxx Xxxxxxxx XxxxxXxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx Xxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares D Exchanged Units issued pursuant to this Section 17.9 SECTION (h) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration limited partnership agreement or certificate of Trust, the Bylaws limited partnership or other relevant organizational documents of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (iiB) In the event of an exchange of Series C D Preferred Units for shares of Series C D Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions that are not paid pursuant to SECTION (c)(i) hereof, whether or not declared, to the date of exchange on any Series C D Preferred Units tendered for exchange shall (a1) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series C Preferred Shares D Exchanged Units into which such Series C D Preferred Units are exchanged, and (b2) continue to accrue on such Series C D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C D Preferred Unit that was validly exchanged into Series C Preferred Shares D Exchanged Units pursuant to this section Section (other than the General Partner now holding such Series C D Preferred Unit), receive any cash a distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution with respect to the any Series C D Preferred Shares for which such Series C Preferred Unit was exchanged or redeemedUnits so exchanged. (iiiC) Fractional shares of Series C Preferred Shares are D Exchanged Units shall not to be issued upon exchange but, in lieu thereof, the General Partner will shall pay a cash adjustment based upon the fair market value of the Series C Preferred Shares Exchanged Units on the day prior to the exchange date as determined in good faith by the Board of Directors general partner of the General Partner.

Procedure for Exchange. (i) Any exchange pursuant to this Amendment shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the --------------- General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C G Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C G Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C G Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxx Xxxxxx Xxxxx, Xxxxx 0000000, XxxxxxxXxxxxx, Xxxxx Xxxxxxxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C G Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C G Preferred Shares issued pursuant to this Section 17.9 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933 and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C G Preferred Units for Series C G Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C G Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C G Preferred Shares into which such Series C G Preferred Units are exchanged, and (bB) continue to accrue on such Series C G Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C G Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C G Preferred Unit that was validly exchanged into Series C G Preferred Shares pursuant to this section (other than the General Partner now holding such Series C G Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C G Preferred Shares for which such Series C G Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C G Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C G Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner Company by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. The exchange of Series C A Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration Company of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C A Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C A Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner Company maintained for such purpose. Currently, such office is Xxxxx located at 0000 X. Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C A Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner Company as aforesaid and the Series C Exchange Price shall have been paid. Any Series C A Preferred Shares Stock issued pursuant to this Section 17.9 SECTION 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityCompany, the Securities Act Federal securities acts and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C A Preferred Units for shares of Series C A Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C A Preferred Units tendered for exchange shall (ai) accrue on the shares of the Series C A Preferred Shares Stock into which such Series C A Preferred Units are exchanged, and (bii) continue to accrue on such Series C A Preferred Units, which shall remain outstanding following such exchange, with one of the General Partner Partners as the holder of such Series C A Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C A Preferred Unit that was validly exchanged into Series C A Preferred Shares Stock pursuant to this section SECTION 8 (other than the General Partner now holding such Series C A Preferred Unit), receive any cash a distribution from out of Operating Cash Flow of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Operating Cash Flow with respect to the share of Series C A Preferred Shares Stock for which such Series C A Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C A Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner Company will pay a cash adjustment based upon the fair market value of the Series C A Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General PartnerCompany.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ay) fax and (bz) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series C B Preferred Units by delivering to each holder of record of Series B Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series B Preferred Stock being issued in exchange for the Series B Preferred Units of such holder being exchanged and (B) a specified portion thereofwritten notice stating (1) the exchange date, which may be effected after the fifth (5th) Business Day following the expiration date of the such written notice or any other date which is not later than fifteen (15) day period further described in Business Days following the first sentence receipt of Section 17.9.A(iii)the Exchange Notice, by delivering certificates(2) the Series B Exchange Price, if anyand (3) that distributions on the Series B Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, representing such the General Partner may require the holders of Series C B Preferred Units to make such representations as may be exchanged together with written notice of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of reasonably necessary for the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior establish that the issuance of Series B Preferred Stock pursuant to the close of business on the date on which such Series C Preferred Units exchange shall not be required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Series C Exchange Price shall have been paidamended, or any state securities laws. Any shares of Series C B Preferred Shares Stock issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityCompany, the Securities Act of 1933, as amended and relevant state securities or blue sky lawslaws or created by the exchanging holder of Series B Preferred Units. Each Series B Preferred Unit exchanged hereunder for a share of Series B Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series B Preferred Stock is outstanding. The certificates representing the Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (ii) In the event of an exchange of Series C B Preferred Units for shares of Series C B Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C B Preferred Unit that was validly exchanged into Series C B Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), receive any cash distribution from the Partnership, if such holder, after exchange, is entitled to receive a cash distribution with respect to the Series C Preferred Shares for which such Series C Preferred Unit was exchanged or redeemed.to (iii) Fractional shares of Series C B Preferred Shares are Stock shall not to be issued upon any exchange hereunder but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C B Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ay) fax and (bz) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series C Preferred Units by delivering to each holder of record of Series C Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (B) a specified portion thereofwritten notice stating (1) the exchange date, which may be effected after the fifth (5th) Business Day following the expiration date of the such written notice or any other date which is not later than fifteen (15) day period further described in Business Days following the first sentence receipt of Section 17.9.A(iii)the Exchange Notice, by delivering certificates(2) the Series C Exchange Price, if anyand (3) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, representing such the General Partner may require the holders of Series C Preferred Units to make such representations as may be exchanged together with written notice reasonably necessary for the General Partner to establish that the issuance of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof Stock pursuant to the office exchange shall not be required to be registered under the Securities Act of the General Partner maintained for such purpose1933, as amended, or any state securities laws. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close Any shares of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares Stock issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityCompany, the Securities Act of 1933, as amended and relevant state securities or blue sky lawslaws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE 116 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), be entitled to receive any cash a distribution from the Partnershipout of Available Cash with respect to such exchanged Unit, if such holder, after such exchange, is entitled to receive a cash distribution from the Company with respect to the share of Series C Preferred Shares Stock for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Shares are Stock shall not to be issued upon any exchange hereunder but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE"“Exchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C H Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C H Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C H Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, is: 500 Xxxxxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000. Xxxxxxxxxxxx 00000 Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C H Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C H Preferred Shares issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) In If the event of an exchange of Series C H Preferred Units for shares of Series C H Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C H Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C H Preferred Shares into which such Series C H Preferred Units are exchanged, and (bB) continue to accrue on such Series C H Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C H Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C H Preferred Unit that was validly exchanged into Series C H Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series C H Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C H Preferred Shares for which such Series C H Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C H Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C H Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C “EXCHANGE NOTICE"”) delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series C B Preferred Units, or a specified portion thereof, may be effected after the fifth tenth (5th10th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C B Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C B Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is 2000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000000, XxxxxxxXxxxxxxxxx, Xxxxx Xxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C B Preferred Shares issued pursuant to this Section 17.9 SECTION shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C B Preferred Units for shares of Series C B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C B Preferred Shares into which such Series C B Preferred Units are exchanged, and (b) continue to accrue on such Series C B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C B Preferred Unit that was validly exchanged into Series C B Preferred Shares pursuant to this section (other than the General Partner now holding such Series C B Preferred Unit), receive any cash a distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the share of Series C B Preferred Shares for which such Series C B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors Trustees of the General Partner.

Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICESeries D Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Series D Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Articles of Incorporation, including the Ownership Limit and the Related Tenant Limit. The exchange of Series C D Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day Days following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Series D Exchange Notice and such requested information by delivering certificates, if any, representing such Series C D Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C D Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000000, XxxxxxxXxxxxxxxxxxx, Xxxxx Xxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C D Exchange Price shall have been paid. Any Series C D Preferred Shares Stock issued pursuant to this Section 17.9 4.8(g) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration Articles of TrustIncorporation, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (iiB) In the event of an exchange of Series C D Preferred Units for shares of Series C D Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series C D Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series C D Preferred Shares Stock into which such Series C D Preferred Units are exchanged, and (bii) continue to accrue on such Series C D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C D Preferred Unit that was validly exchanged into Series C D Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C D Preferred Unit), receive any cash a distribution from out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution Partnership with respect to the any Series C D Preferred Shares for which such Series C Preferred Unit was exchanged or redeemedUnits so exchanged. (iiiC) Fractional shares of Series C D Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C D Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C D Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C D Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxxis: 65 Valley Stream Parkway Malvern, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately Pennsyxxxxxx 00000 Xxxx xxxxxxxx xxxx xx xxxxxx xx xxxx xxxx xxxxxxxx xxxxxiately prior to the close of business on the date on which such Series C D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C D Preferred Shares issued pursuant to this Section 17.9 10 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) In If the event of an exchange of Series C D Preferred Units for shares of Series C D Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C D Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C D Preferred Shares into which such Series C D Preferred Units are exchanged, and (bB) continue to accrue on such Series C D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C D Preferred Unit that was validly exchanged into Series C D Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series C D Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C D Preferred Shares for which such Series C D Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C D Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C D Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail mail, postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 7 of the Charter, including the Ownership Limit. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice and such requested information by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx located at 900 X. Xxxxxxxx XxxxxXxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx XX 00000. Each Xxch exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares issued pursuant to this Section 17.9 4.2.9.8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions that are not paid pursuant to Section 4.2.9.3(a) hereof, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (aA) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series C Preferred Shares Stock into which such Series C Preferred Units are exchanged, and (bB) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), receive any cash a distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution Partnership with respect to the any Series C Preferred Shares for which such Series C Preferred Unit was exchanged or redeemedUnits so exchanged. (iii) Fractional shares of Series C Preferred Shares are Stock shall not to be issued upon exchange but, in lieu thereof, the General Partner will shall pay a cash adjustment based upon the fair market value of the Series C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series C B Preferred Units, or a specified portion thereof, may be effected after the fifth tenth (5th10th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C B Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C B Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000000, XxxxxxxXxxxxxxxxx, Xxxxx Xxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C B Preferred Shares issued pursuant to this Section 17.9 SECTION shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C B Preferred Units for shares of Series C B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C B Preferred Shares into which such Series C B Preferred Units are exchanged, and (b) continue to accrue on such Series C B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C B Preferred Unit that was validly exchanged into Series C B Preferred Shares pursuant to this section (other than the General Partner now holding such Series C B Preferred Unit), receive any cash a distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the share of Series C B Preferred Shares for which such Series C B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors Trustees of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner by the holder --------------- who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Charter, including the Ownership Limit and the Related Tenant Limit. The exchange of Series C A Preferred Units, or a specified portion thereof, may be effected after the fifth (5th5/th/) Business Day Days following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice and such requested information by delivering certificates, if any, representing such Series C A Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C A Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000000, XxxxxxxXxxxxxxxxxxx, Xxxxx Xxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C A Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C A Preferred Shares issued pursuant to this Section 17.9 SECTION 10 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C A Preferred Units for shares of Series C A Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series C A Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series C A Preferred Shares Stock into which such Series C A Preferred Units are exchanged, and (bii) continue to accrue on such Series C A Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C A Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C A Preferred Unit that was validly exchanged into Series C A Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C A Preferred Unit), receive any cash a distribution from out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution Partnership with respect to the any Series C A Preferred Shares for which such Series C Preferred Unit was exchanged or redeemedUnits so exchanged. (iii) Fractional shares of Series C A Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C A Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE"“Exchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C G Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C G Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C G Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, is: 500 Xxxxxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxx 00000. Xxxxxxxxxxxx 00000 Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C G Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C G Preferred Shares issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (ii) In If the event of an exchange of Series C G Preferred Units for shares of Series C G Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C G Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C G Preferred Shares into which such Series C G Preferred Units are exchanged, and (bB) continue to accrue on such Series C G Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C G Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C G Preferred Unit that was validly exchanged into Series C G Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series C G Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C G Preferred Shares for which such Series C G Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C G Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C G Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ay) fax and (bz) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series C B Preferred Units by delivering to each holder of record of Series B Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series B Preferred Stock being issued in exchange for the Series B Preferred Units of such holder being exchanged and (B) a specified portion thereofwritten notice stating (1) the exchange date, which may be effected after the fifth (5th) Business Day following the expiration date of the such written notice or any other date which is not later than fifteen (15) day period further described in Business Days following the first sentence receipt of Section 17.9.A(iii)the Exchange 97 Notice, by delivering certificates(2) the Series B Exchange Price, if anyand (3) that distributions on the Series B Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, representing such the General Partner may require the holders of Series C B Preferred Units to make such representations as may be exchanged together with written notice of exchange and an assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of reasonably necessary for the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior establish that the issuance of Series B Preferred Stock pursuant to the close of business on the date on which such Series C Preferred Units exchange shall not be required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Series C Exchange Price shall have been paidamended, or any state securities laws. Any shares of Series C B Preferred Shares Stock issued pursuant to this Section 17.9 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityCompany, the Securities Act of 1933, as amended and relevant state securities or blue sky lawslaws or created by the exchanging holder of Series B Preferred Units. Each Series B Preferred Unit exchanged hereunder for a share of Series B Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series B Preferred Stock is outstanding. The certificates representing the Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (ii) In the event of an exchange of Series C B Preferred Units for shares of Series C B Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares into which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C B Preferred Unit that was validly exchanged into Series C B Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C B Preferred Unit), be entitled to receive any cash a distribution from the Partnershipout of Available Cash with respect to such exchanged Unit, if such holder, after such exchange, is entitled to receive a cash distribution from the Company with respect to the share of Series C B Preferred Shares Stock for which such Series C B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C B Preferred Shares are Stock shall not to be issued upon any exchange hereunder but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C B Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail mail, postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the Ownership Limitation of the General Partner. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice and such requested information by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx located at 000 X. Xxxxxxxx XxxxxXxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx XX 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares Exchanged Units issued pursuant to this Section 17.9 SECTION (h) shall be delivered as shares Series C Exchanged Units which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of Trust, the Bylaws limited partnership certificate or limited partnership agreement or other equivalent organizational documents of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (iiB) In the event of an exchange of Series C Preferred Units for Series C Preferred SharesExchanged Units, an amount equal to the accrued and unpaid distributionsdistributions that are not paid pursuant to SECTION (c)(i) hereof, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a1) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series C Preferred Shares Exchanged Units into which such Series C Preferred Units are exchanged, and (b2) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares Exchanged Units pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), receive any cash a distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution Partnership with respect to the any Series C Preferred Shares for which such Series C Preferred Unit was exchanged or redeemedUnits so exchanged. (iii) Fractional shares of Series C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICESeries D Exchange Notice") delivered to the ------------------------ General Partner by the holder who is exercising such Partners representing at least 51% of the outstanding Series D Preferred Units (or by the Series D Contributor in the case of an exchange rightpursuant to the last sentence of Section 19.9.A(i) hereof), by (aA) fax and (bB) by certified mail postage prepaid. The General Partner may effect any exchange of Series C D Preferred Units, or a specified exercise its option to cause the Partnership to redeem any portion thereof, may be effected after the fifth (5th) Business Day following the expiration of the fifteen (15Series D Preferred Units for cash pursuant to Section 19.9.A(ii) day period further described in the first sentence of or redeem Series D Excess Units pursuant to Section 17.9.A(iii19.9.A(iii), by delivering certificatesto each Holder of record of Series D Preferred Units, within ten (10) Business Days following receipt of the Series D Exchange Notice, (a) if anythe General Partner elects to cause the Partnership to acquire any of the Series D Preferred Units then outstanding, (1) certificates representing the REIT Series D Preferred Shares being issued in exchange for the Series D Preferred Units of such Holder being exchanged and (2) a written notice (a "Series D Redemption Notice") stating (A) the -------------------------- redemption date, which may be the date of such Series C D Redemption Notice or any other date which is not later than sixty (60) days following the receipt of the Series D Exchange Notice, (B) the redemption price, (C) the place or places where the Series D Preferred Units are to be surrendered and (D) that distributions on the Series D Preferred Units will cease to accrue on such redemption date, or (b) if the General Partner elects to cause the Partnership to redeem all of the Series D Preferred Units then outstanding in exchange for cash, a Series D Redemption Notice. Series D Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) on the redemption date. Holders of Series D Preferred Units shall deliver any canceled certificates representing Series D Preferred Units which have been exchanged or redeemed to the office of General Partner (which currently is located at 0000 X. Xxxxxxxx Xxxxxxx, Xx Xxxxxxx, XX 90245) within ten (10) Business Days of the exchange or redemption with respect thereto. Notwithstanding anything to the contrary contained herein, any and all Series D Preferred Units to be exchanged together with written notice of exchange and an assignment of such for REIT Series C D Preferred Units and such opinions of counsel and further assurances further described Shares pursuant to this Section 19.9 shall be so exchanged in Section 17.6.C(i) hereof a single transaction at one time. As a condition to the office of exchange, the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to may require the close Holders of business on the date on which such Series C D Preferred Units to make such representations as may be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by reasonably necessary for the General Partner as aforesaid and to establish that the issuance of REIT Series C Exchange Price D Preferred Shares pursuant to the exchange shall have been paidnot be required to be registered under the Securities Act or any state securities laws. Any REIT Series C D Preferred Shares issued pursuant to this Section 17.9 19.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. The certificates representing the REIT Series D Preferred Shares issued upon exchange of the Series D Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND STATE SECURITIES LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER. (ii) In the event of an exchange of Series C D Preferred Units for REIT Series C D Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C D Preferred Units tendered for exchange shall (aA) accrue on the shares of the REIT Series C D Preferred Shares into which such Series C D Preferred Units are exchanged, and (bB) continue to accrue on such Series C D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder Holder of such Series C D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder Holder of a Series C D Preferred Unit that was validly exchanged into REIT Series C D Preferred Shares pursuant to this section (other than the General Partner now holding such Series C D Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holderHolder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the share of REIT Series C D Preferred Shares for which such Series C D Preferred Unit was exchanged or redeemed. Further for purposes of the foregoing, in the event of an exchange of Series D Preferred Units for REIT Series D Preferred Shares, if the accrued and unpaid distributions per Series D Preferred Unit is not the same for each Series D Preferred Unit, the accrued and unpaid distributions per Series D Preferred Unit for each such Series D Preferred Unit shall be equal to the greatest amount of such accrued and unpaid distributions per Series D Preferred Unit on any such unit. (iii) Fractional shares of REIT Series C D Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICESeries F Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Series F Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Articles of Incorporation, including the Ownership Limit and the Related Tenant Limit. The exchange of Series C F Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day Days following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Series F Exchange Notice and such requested information by delivering certificates, if any, representing such Series C F Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C F Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx121 West Forsyth Street, Xxxxx 0000Suxxx 000, XxxxxxxXxxxxxxxxxxx, Xxxxx Xxxxxxx 00000. Each exchange will be Xxxx xxxxxxxx xxxx xx deemed to have been effected immediately prior to the close of business on the date on which such Series C F Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C F Exchange Price shall have been paid. Any Series C F Preferred Shares Stock issued pursuant to this Section 17.9 4.10(g) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration Articles of TrustIncorporation, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (iiB) In the event of an exchange of Series C F Preferred Units for shares of Series C F Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series C F Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series C F Preferred Shares Stock into which such Series C F Preferred Units are exchanged, . and (bii) continue to accrue on such Series C F Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C F Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C F Preferred Unit that was validly exchanged into Series C F Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C F Preferred Unit), receive any cash a distribution from out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution Partnership with respect to the any Series C F Preferred Shares for which such Series C Preferred Unit was exchanged or redeemedUnits so exchanged. (iiiC) Fractional shares of Series C F Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C F Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICESeries D Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Series D Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Articles of Incorporation, including the Ownership Limit and the Related Tenant Limit. The exchange of Series C D Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day Days following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Series D Exchange Notice and such requested information by delivering certificates, if any, representing such Series C D Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C D Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxx121 West Xxxxxxx Xxxxxx, Xxxxx 0000000, XxxxxxxXxxxxxxxxxxx, Xxxxx Xxxxxxx 00000. Each exchange Xxxx xxchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C D Exchange Price shall have been paid. Any Series C D Preferred Shares Stock issued pursuant to this Section 17.9 4.8(g) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration Articles of TrustIncorporation, the Bylaws of the General Partner EntityPartner, the Securities Act and relevant state securities or blue sky laws. (iiB) In the event of an exchange of Series C D Preferred Units for shares of Series C D Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series C D Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series C D Preferred Shares Stock into which such Series C D Preferred Units are exchanged, and (bii) continue to accrue on such Series C D Preferred Units, which shall remain outstanding outstand- ing following such exchange, with the General Partner as the holder of such Series C D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C D Preferred Unit that was validly exchanged into Series C D Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C D Preferred Unit), receive any cash a distribution from out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution Partnership with respect to the any Series C D Preferred Shares for which such Series C Preferred Unit was exchanged or redeemedUnits so exchanged. (iiiC) Fractional shares of Series C D Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series C Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxxlocated at 00 Xxxxxxx Xxxx-Xxx, Xxxxx 0000Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxx Xxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C Preferred Shares Stock issued pursuant to this Section 17.9 SECTION 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws ByLaws of the General Partner EntityPartner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred SharesStock, an amount equal to the accrued and unpaid distributionsPriority Return, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series C Preferred Shares into Stock for which such Series C Preferred Units are exchanged, and (b) continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), receive any cash a distribution from the Partnership, if such holder, after exchange, is entitled to receive a cash distribution from the General Partner with respect to the share of Series C Preferred Shares Stock for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by fax (aif the holder of the Series B Preferred Units shall have provided the Partnership with such holder's fax number) fax and (bii) by certified mail postage prepaid. The exchange of Series C B Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day Days following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C B Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C B Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxxxxlocated at 0000 X. Xxxxxxxxx Xxxxxxx, Xxxxx 0000000, XxxxxxxXxxxxx, Xxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C B Preferred Shares issued pursuant to this Section 17.9 SECTION 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustDeclaration, the Bylaws of the General Partner EntityTrust, the Securities Act and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C B Preferred Units for shares of Series C B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C B Preferred Units tendered for exchange shall (ai) accrue on the shares of the Series C B Preferred Shares into which such Series C B Preferred Units are exchanged, and (bii) continue to accrue on such Series C B Preferred Units, which shall remain outstanding following such exchange, with the General Partner Trust as the holder of such Series C B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C B Preferred Unit that was validly exchanged into Series C B Preferred Shares pursuant to this section (other than the General Partner Trust now holding such Series C B Preferred Unit), receive any cash a distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the share of Series C B Preferred Shares for which such Series C B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors Trustees of the General PartnerTrust.

Procedure for Exchange. (i) Any exchange pursuant to this Amendment shall be exercised pursuant to a notice of exchange (the "SERIES C EXCHANGE NOTICEExchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series C F Preferred Units, or a specified portion thereof, may be effected after the fifth (5th) Business Day following receipt by the expiration General Partner of the fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), Exchange Notice by delivering certificates, if any, representing such Series C F Preferred Units to be exchanged together with with, if applicable, written notice of exchange and an a proper assignment of such Series C F Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is Xxxxx Xxxxxxxx Xxx Xxxxxx Xxxxx, Xxxxx 0000000, XxxxxxxXxxxxx, Xxxxx Xxxxxxxxxxxxx 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series C F Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series C F Preferred Shares issued pursuant to this Section 17.9 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Declaration of TrustCharter, the Bylaws of the General Partner EntityPartner, the Securities Act of 1933 and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series C F Preferred Units for Series C F Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C F Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series C F Preferred Shares into which such Series C F Preferred Units are exchanged, and (bB) continue to accrue on such Series C F Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C F Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C F Preferred Unit that was validly exchanged into Series C F Preferred Shares pursuant to this section (other than the General Partner now holding such Series C F Preferred Unit), receive any a cash distribution from out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the Series C F Preferred Shares for which such Series C F Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C F Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C F Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Directors Trustees of the General Partner.