Common use of Exchange Rights Clause in Contracts

Exchange Rights. A. On or after the date one year after the applicable Effective Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of the Non-Managing Member Units held by such Non-Managing Member (such Non-Managing Member Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Any Exchange shall be exercised pursuant to a Notice of Exchange delivered to the Managing Member by the Non-Managing Member exercising the Exchange right (the "Tendering Party"). On the Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Managing Member elects to exchange the Tendered Units for REIT Shares, such REIT Shares shall on the Specified Exchange Date be registered for issuance by the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated to exchange the Tendered Units for the Cash Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for issuance under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole and absolute discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter or the Bylaws of the Managing Member, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws.

Exchange Rights. A. (i) The first sentence of Section 8.6.A of the Original LLC Agreement, as previously amended and restated by Amendment No. 7, is hereby further amended and restated to read in its entirety as follows: “On or after (i) the date one year after the applicable Effective First Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of the those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the Initial Closing Date (the ‘First Traunch Non-Managing Member Units’), (ii) the Second Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company at any time after the Initial Closing Date, but which do not constitute Third Traunch Non-Managing Member Units, Fourth Traunch Non-Managing Member Units or Fifth Traunch Non-Managing Member Units (the ‘Second Traunch Non-Managing Member Units’), (iii) the Third Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the applicable Effective Date in connection with the Myriad IV Contribution Agreement and the Myriad IV Property (the ‘Third Traunch Non-Managing Member Units’), (iv) the Fourth Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the applicable Effective Date in connection with the Myriad V/Lakeview Contribution Agreement, the Myriad V Property and the Lakeview Property (the ‘Fourth Traunch Non-Managing Member Units’), and (v) the Fifth Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the applicable Effective Date in connection with the 2012 Contribution Agreement and the Xxxxx Initial Properties (the ‘Fifth Traunch Non-Managing Member Units’) (all such Non-Managing Member Units being hereafter called "‘Tendered Units"’) in exchange (an "‘Exchange"’) for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Any Exchange shall be exercised pursuant to a Notice of Exchange delivered to the Managing Member by the Non-Managing Member exercising the Exchange right (the "Tendering Party"). On the Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Managing Member elects to exchange the Tendered Units for REIT Shares, such REIT Shares shall on the Specified Exchange Date be registered for issuance by the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated to exchange the Tendered Units for the Cash Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for issuance under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole and absolute discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter or the Bylaws of the Managing Member, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws.”

Exchange Rights. A. The first two sentences of Subsection A of Section 8.6 are hereby deleted and replaced with the following: On or after the date one year after the applicable Effective First Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of the those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the Initial Closing Date (the “First Traunch Non-Managing Member Units”), and on or after the Second Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Members as of August 17, 2001, which were issued by the Company at any time after the Initial Closing Date (the “Second Traunch Non-Managing Member Units”), and on or after the Third Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing member Units held by such non-Managing Members which were issued by the Company at any time after the Second Exchange Date (the “Third Traunch Non-Managing Member Units”) (all such Non-Managing Member Units being hereafter called "“Tendered Units"”) in exchange (an "“Exchange"”) for, at the election of and an in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Any Exchange shall be exercised pursuant to Notwithstanding the foregoing, a Notice third party lender that has acquired a Membership Interest upon the foreclosure of Exchange delivered to the Managing Member debt secured by the Non-Managing Member exercising the Exchange right (the "Tendering Party"). On the Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member such Membership Interest in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Managing Member elects to exchange the Tendered Units for REIT Shares, such REIT Shares shall on the Specified Exchange Date be registered for issuance by the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated to exchange the Tendered Units for the Cash Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there accordance with Section 11.3.A hereof shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on right to tender such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all for Exchange (subject to the rights terms and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (iconditions set forth herein) such information, certification or affidavit as and require the Managing Member may reasonably require in connection with to acquire all of those Non-Managing Member Units which were acquired by such lender pursuant to such foreclosure and which were issued by the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for issuance under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable Company at least one year prior to the Tendering Party orrelated Specified Exchange Date regardless of whether the Second Exchange Date or the Third Exchange Date, in the Managing Member's sole and absolute discretionas applicable, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered will have occurred by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter or the Bylaws of the Managing Member, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the related Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws.

Exchange Rights. A. (i) The first sentence of Section 8.6.A of the Original LLC Agreement, as previously amended and restated by Amendment No. 6, is hereby further amended and restated to read in its entirety as follows: “On or after (i) the date one year after the applicable Effective First Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of the those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the Initial Closing Date (the ‘First Traunch Non-Managing Member Units’), (ii) the Second Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Members which were issued by the Company at any time after the Initial Closing Date, but which do not constitute Third Traunch Non-Managing Member Units or Fourth Traunch Non-Managing Member Units (the ‘Second Traunch Non-Managing Member Units’), (iii) the Third Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the applicable Effective Date in connection with the Myriad IV Contribution Agreement and the Myriad IV Property (the ‘Third Traunch Non-Managing Member Units’), and (iv) the Fourth Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the applicable Effective Date in connection with the Myriad V/Lakeview Contribution Agreement, the Myriad V Property and the Lakeview Property (the ‘Fourth Traunch Non-Managing Member Units’) (all such Non-Managing Member Units being hereafter called "‘Tendered Units"’) in exchange (an "‘Exchange"’) for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Any Exchange shall be exercised pursuant to a Notice of Exchange delivered to the Managing Member by the Non-Managing Member exercising the Exchange right (the "Tendering Party"). On the Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Managing Member elects to exchange the Tendered Units for REIT Shares, such REIT Shares shall on the Specified Exchange Date be registered for issuance by the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated to exchange the Tendered Units for the Cash Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for issuance under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole and absolute discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter or the Bylaws of the Managing Member, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws.”

Exchange Rights. A. On or after the date one year after the applicable Effective Date, each Non-Non- Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of the Non-Managing Member Units held by such Non-Managing Member (such Non-Managing Member Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Any Exchange shall be exercised pursuant to a Notice of Exchange delivered to the Managing Member by the Non-Managing Member exercising the Exchange right (the "Tendering Party"). No Tendering Party shall be entitled to tender Non-Managing Member Units pursuant hereto for exchange on a Specified Exchange Date in an amount less than the lesser of (i) 1,000 Non-Managing Member Units, or (ii) all of the Non-Managing Member Units then owned by the Tendering Party. On the Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Managing Member elects to exchange the Tendered Units for REIT Shares, such REIT Shares shall on the Specified Exchange Date be registered for issuance by the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated to exchange the Tendered Units for the Cash Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for issuance resale by the Tendering Party under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole and absolute discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided and, in the Charter or event the Bylaws of REIT Shares issuable upon such Exchange are not registered for resale by the Managing MemberTendering Party under the Securities Act, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange resale by the Tendering Party under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws.

Exchange Rights. A. On or after the date one year after the applicable Effective First Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of the those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the Initial Closing Date (the "First Traunch Non-Managing Member Units"), and on or after the Second Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Members which were issued by the Company at any time after the Initial Closing Date (the "Second Traunch Non-Managing Member Units") (all such Non-Managing Member Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Notwithstanding the foregoing, a third party lender that has acquired a Membership Interest upon the foreclosure of debt secured by such Membership Interest in accordance with Section 11.3.A hereof shall have the right to tender such Non-Managing Member Units for Exchange (subject to the terms and conditions set forth herein) and require the Managing Member to acquire all of those Non-Managing Member Units which were acquired by such lender pursuant to such foreclosure and which were issued by the Company at least one year prior to the related Specified Exchange Date regardless of whether the Second Exchange Date will have occurred by the related Specified Exchange Date. Any Exchange shall be exercised pursuant to a Notice of Exchange delivered to the Managing Member by the Non-Managing Member exercising the Exchange right (the "Tendering Party"). On the Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Managing Member elects to exchange the Tendered Units for REIT Shares, such REIT Shares shall on the Specified Exchange Date be registered for issuance by the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated to exchange the Tendered Units for the Cash Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for issuance resale under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole and absolute discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit Limit, and other restrictions provided in the Charter or the Bylaws of the Managing MemberMember in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer Transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange resale under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws.

Exchange Rights. A. (i) The first sentence of Section 8.6.A of the Original LLC Agreement, as previously amended and restated by Amendment No. 9, is hereby further amended and restated to read in its entirety as follows: “On or after (i) the date one year after the applicable Effective First Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of the those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the Initial Closing Date (the ‘First Traunch Non-Managing Member Units’), (ii) the Second Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Any Exchange shall be exercised pursuant to a Notice of Exchange delivered to the Managing Member which were issued by the Company at any time after the Initial Closing Date, but which do not constitute Third Traunch Non-Managing Member exercising the Exchange right (the "Tendering Party"). On the Specified Exchange DateUnits, the Tendering Party shall sell the Tendered Units to the Fourth Traunch Non-Managing Member in exchange forUnits, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Fifth Traunch Non-Managing Member elects to exchange the Tendered Units for REIT SharesUnits, such REIT Shares shall on the Specified Exchange Date be registered for issuance by the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated to exchange the Tendered Units for the Cash Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Sixth Traunch Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Seventh Traunch Non-Managing Member may reasonably require in connection with Units (the Ownership Limit and ‘Second Traunch Non-Managing Member Units’), (iiiii) in the event Third Exchange Date, each Non-Managing Member shall have the REIT Shares issuable upon such Exchange are not registered for issuance under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable right (subject to the Tendering Party or, in the Managing Member's sole terms and absolute discretion, in immediately available funds. If REIT Shares are conditions set forth herein) to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter or the Bylaws of the Managing Member, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws.require the

Exchange Rights. A. On or after the date one year after the applicable Effective First Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of the those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the Initial Closing Date (the “First Traunch Non-Managing Member Units”), and on or after the Second Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Members which were issued by the Company at any time after the Initial Closing Date (the “Second Traunch Non-Managing Member Units”) (all such Non-Managing Member Units being hereafter called "“Tendered Units"”) in exchange (an "“Exchange"”) for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Notwithstanding the foregoing, a third party lender that has acquired a Membership Interest upon the foreclosure of debt secured by such Membership Interest in accordance with Section 11.3.A hereof shall have the right to tender such Non-Managing Member Units for Exchange (subject to the terms and conditions set forth herein) and require the Managing Member to acquire all of those Non-Managing Member Units which were acquired by such lender pursuant to such foreclosure and which were issued by the Company at least one year prior to the related Specified Exchange Date regardless of whether the Second Exchange Date will have occurred by the related Specified Exchange Date. Any Exchange shall be exercised pursuant to a Notice of Exchange delivered to the Managing Member by the Non-Managing Member exercising the Exchange right (the "“Tendering Party"”). On the Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Managing Member elects to exchange the Tendered Units for REIT Shares, such REIT Shares shall on the Specified Exchange Date be registered for issuance by the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated to exchange the Tendered Units for the Cash Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for issuance resale under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's ’s view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's ’s sole and absolute discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit Limit, and other restrictions provided in the Charter or the Bylaws of the Managing MemberMember in the event the REIT Shares issuable upon such Exchange are not registered for resale under the Securities Act, the Securities Act and relevant state securities or "“blue sky" ” laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer Transfer or ownership to protect the Managing Member's ’s tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange resale under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws.

Exchange Rights. A. On or after the date one year after the applicable Effective Date, each Each Non-Managing Member shall have the right after January 1, 2001, (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of the Non-Managing Member LLC Units held by such Non-Managing Member (such Non-Managing Member LLC Units being hereafter called "Tendered Units") in exchange (an "Exchange") for, at the election of and in the sole and absolute discretion of the Managing Member, either for the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount Amount, payable on the tenth (10th) Business Day following the giving of a Notice of Exchange to the Managing Member (a "Specified Exchange Date"). Any Exchange shall be exercised pursuant to a Notice of Exchange delivered given to the Managing Member by the a Non-Managing Member exercising the Exchange right (the "Tendering Party"). On the Specified Exchange Date, the Tendering Party shall sell the Tendered Units (but not in an amount in excess of one-half (1/2) of the total of the value of the LLC Units ($1.00 per LLC Unit) held from time to time and including adjustments to the Non-Managing Members LLC Units in accordance with Section 4.1 by the Non-Managing Members prior to June 30, 2002) to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either for the Cash Amount or a number computed as of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Managing Member elects to exchange the Tendered Units for REIT Shares, such REIT Shares shall on the Specified Exchange Date be registered for issuance by Date. In addition, subject to Section 18.607 of the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated cause the Company to exchange pay the Tendered Units for Tendering Party the Cash Amount. In the event that on the LLC Distribution Date most recently preceding amount of any Preferred Return Shortfall outstanding as of the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in with respect of to the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of Units. The Cash Amount and any such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for issuance under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered at the option of the Tendering Party by wire transferred funds or as a certified check payable to the Tendering Party orParty. If a Notice of Exchange has not been delivered identifying a Specified Exchange Date with respect to all remaining LLC Units held by the Non-Managing Members on or before August 31, in 2004, then, at the Managing Member's Members sole and absolute discretionexclusive option, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares can require the completion of an Exchange of all remaining LLC Units held by the Non-Managing Members not later than ten (and, if applicable, Rights), free 10) days following delivery of any pledge, lien, encumbrance or restriction, other than written notice to the Ownership Limit and other restrictions provided in the Charter or the Bylaws of the Non-Managing Member, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by Members from the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such lawsof its exercise of its rights hereunder.

Exchange Rights. A. (i) The first sentence of Section 8.6.A of the Original LLC Agreement, as previously amended and restated by Amendment No. 8, is hereby further amended and restated to read in its entirety as follows: “On or after (i) the date one year after the applicable Effective First Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of the those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the Initial Closing Date (the ‘First Traunch Non-Managing Member Units’), (ii) the Second Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company at any time after the Initial Closing Date, but which do not constitute Third Traunch Non-Managing Member Units, Fourth Traunch Non-Managing Member Units, Fifth Traunch Non-Managing Member Units or Sixth Traunch Non-Managing Member Units (the ‘Second Traunch Non-Managing Member Units’), (iii) the Third Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the applicable Effective Date in connection with the Myriad IV Contribution Agreement and the Myriad IV Property (the ‘Third Traunch Non-Managing Member Units’), (iv) the Fourth Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the applicable Effective Date in connection with the Myriad V/Lakeview Contribution Agreement, the Myriad V Property and the Lakeview Property (the ‘Fourth Traunch Non-Managing Member Units’), (v) the Fifth Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the applicable Effective Date in connection with the 2012 Contribution Agreement and the Xxxxx Initial Properties (the ‘Fifth Traunch Non-Managing Member Units’), and (vi) the Sixth Exchange Date, each Non-Managing Member shall have the right (subject to the terms and conditions set forth herein) to require the Managing Member to acquire all or a portion of those Non-Managing Member Units held by such Non-Managing Member which were issued by the Company on the applicable Effective Date in connection with the 2012 Contribution Agreement and the Xxxxx Subsequent Properties (the ‘Sixth Traunch Non-Managing Member Units’) (all such Non-Managing Member Units being hereafter called "‘Tendered Units"’) in exchange (an "‘Exchange"’) for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Exchange Date. Any Exchange shall be exercised pursuant to a Notice of Exchange delivered to the Managing Member by the Non-Managing Member exercising the Exchange right (the "Tendering Party"). On the Specified Exchange Date, the Tendering Party shall sell the Tendered Units to the Managing Member in exchange for, at the election of and in the sole and absolute discretion of the Managing Member, either the Cash Amount or a number of REIT Shares equal to the REIT Shares Amount; provided, however, that if the Managing Member elects to exchange the Tendered Units for REIT Shares, such REIT Shares shall on the Specified Exchange Date be registered for issuance by the Managing Member, or resale by the Tendering Party, by a current and effective registration statement under the Securities Act; otherwise, the Managing Member shall be obligated to exchange the Tendered Units for the Cash Amount. In the event that on the LLC Distribution Date most recently preceding the Specified Exchange Date there shall have been a Preferred Return Shortfall remaining in respect of the Tendered Units following the payments made on such LLC Distribution Date pursuant to Section 5.1 hereof, the Managing Member shall pay the Tendering Party in cash on the Specified Exchange Date the amount of such Preferred Return Shortfall remaining on such LLC Distribution Date in respect of the Tendered Units. Any Tendered Units so acquired by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Managing Member may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Exchange are not registered for issuance under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Managing Member's view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Exchange, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Managing Member's sole and absolute discretion, in immediately available funds. If REIT Shares are to be delivered upon the Exchange, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit and other restrictions provided in the Charter or the Bylaws of the Managing Member, the Securities Act and relevant state securities or "blue sky" laws. The Tendering Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on transfer or ownership to protect the Managing Member's tax status as a REIT and in the event the REIT Shares issuable upon such Exchange are not registered for such Exchange under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws.”