Common use of Right to Exchange Clause in Contracts

Right to Exchange. (i) Subject to the other terms and conditions of this Section 6, Series C Preferred Units will be exchangeable in whole but not in part with GGPI at any time on or after June 1, 2012, at the option of the holders of at least fifty-one percent (51%) of all outstanding Series C Preferred Units, for authorized but previously unissued Common Shares (and in the event such option is exercised, such exercise and the Series C Exchange Notice (as defined below) given in connection therewith shall be deemed to apply to all issued and outstanding Series C Preferred Units and the holders thereof). Each holder of Series C Preferred Units will be entitled to receive for each Series C Preferred Unit held by it a number of Common Shares equal to the quotient of the Capital Account relating to such Series C Preferred Unit (adjusted and booked up or down to reflect fair market value of Company assets through the exchange closing date) (the amount of such Capital Account, the “Series C Exchange Price”) divided by the Current Per Share Market Price as of the Trading Day immediately preceding the exchange closing date. This exchange right is only exercisable if, at the time of exercise, the fair market value of the Company’s assets exceeds the Company’s liabilities (and any preferred security claims senior to the Series C Preferred Units) by an amount at least equal to twice the sum of (1) the aggregate Capital Accounts of all holders of Series C Preferred Units plus (2) the aggregate Capital Accounts of all holders of Series C Parity Units.

Right to Exchange. (iA) Subject to the other terms and conditions of this Section 6, Series C A Preferred Units will be exchangeable in whole but not in part with GGPI at any time on or after June 1May 25, 20122010, at the option of the holders of at least fifty-one percent (51%) of all outstanding Series C A Preferred Units, Units for authorized but previously unissued Common REIT Preferred Shares (and in the event such option is exercised, such exercise and the Series C Exchange Notice (as defined below) given in connection therewith shall be deemed to apply to all issued and outstanding Series C A Preferred Units and the holders thereof). Each holder of Series C A Preferred Units will be entitled to receive for each Series C A Preferred Unit held by it a number of Common REIT Preferred Shares equal to the quotient of the Capital Account relating to such per Series C A Preferred Unit of such holder of Series A Preferred Units (adjusted and booked up or down to reflect fair market value of Company assets through the exchange closing date) (the amount of such Capital Account, the “Series C Exchange Price”) divided by $1,000 (the Current Per Share Market Price as of the Trading Day immediately preceding the exchange closing date"Series A Preferred Exchange Rate"). This exchange right is only exercisable if, at the time of exercise, the fair market value of the Company’s 's assets exceeds the Company’s 's liabilities (and any preferred security claims senior to the Series C A Preferred Units) by an amount at least equal to twice the sum of (1) the aggregate Capital Accounts of all holders of Series C A Preferred Units plus (2) the aggregate Capital Accounts of all holders of Series C Parity Units.. The GS 2000 REIT hereby agrees to the amendment of the terms of the REIT Preferred Shares to reflect the changes reflected on Exhibit B.

Right to Exchange. (i) Subject to the other terms and conditions of this Section 6, Series C B Preferred Units will be exchangeable in whole but not in part with GGPI at any time on or after June 1April 17, 2012, at the option of the holders of at least fifty-one percent (51%) of all outstanding Series C B Preferred Units, for authorized but previously unissued Common Shares 8.95% Cumulative Redeemable Preferred Stock, Series G, par value $100 per share, of GGPI ("Series G REIT Preferred Shares") (and in the event such option is exercised, such exercise and the Series C B Exchange Notice (as defined below) given in connection therewith shall be deemed to apply to all issued and outstanding Series C B Preferred Units and the holders thereof). Each holder of Series C B Preferred Units will be entitled to receive for each Series C B Preferred Unit held by it a number of Common Series G REIT Preferred Shares equal to the quotient of the Capital Account relating to such per Series C B Preferred Unit of such holder of Series B Preferred Units (adjusted and booked up or down to reflect fair market value of Company assets through the exchange closing date) (the amount of such Capital Account, the “Series C Exchange Price”) divided by $1,000 (the Current Per Share Market Price as of the Trading Day immediately preceding the exchange closing date"Series B Preferred Exchange Rate"). This exchange right is only exercisable if, at the time of exercise, the fair market value of the Company’s 's assets exceeds the Company’s 's liabilities (and any preferred security claims senior to the Series C B Preferred Units) by an amount at least equal to twice the sum of (1) the aggregate Capital Accounts of all holders of Series C B Preferred Units plus (2) the aggregate Capital Accounts of all holders of Series C B Parity Units.

Right to Exchange. (i) Subject to the other terms and conditions of this Section 6, Series C Preferred Units will be exchangeable in whole but not in part with GGPI at any time on or after June 1, 2012, at the option of the holders of at least fifty-one percent (51%) of all outstanding Series C Preferred Units, for authorized but previously unissued Common Shares (and in the event such option is exercised, such exercise and the Series C Exchange Notice (as defined below) given in connection therewith shall be deemed to apply to all issued and outstanding Series C Preferred Units and the holders thereof). Each holder of Series C Preferred Units will be entitled to receive for each Series C Preferred Unit held by it a number of Common Shares equal to the quotient of the Capital Account relating to such Series C Preferred Unit (adjusted and booked up or down to reflect fair market value of Company assets through the exchange closing date) (the amount of such Capital Account, the “"Series C Exchange Price”") divided by the Current Per Share Market Price as of the Trading Day immediately preceding the exchange closing date. This exchange right is only exercisable if, at the time of exercise, the fair market value of the Company’s 's assets exceeds the Company’s 's liabilities (and any preferred security claims senior to the Series C Preferred Units) by an amount at least equal to twice the sum of (1) the aggregate Capital Accounts of all holders of Series C Preferred Units plus (2) the aggregate Capital Accounts of all holders of Series C Parity Units.