Common use of General Partner Assumption of Right Clause in Contracts

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the Notice of Redemption to the General Partner, and the General Partner may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Partnership Units from the Redeeming Partner pursuant to this Section 8.5.B, the General Partner shall not have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner shall exercise its right to purchase Common Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, as a sale of the Redeeming Partner’s Common Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Right Amount in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be deemed to have offered to sell the Common Partnership Units identified made in the Notice form of Redemption to the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner mayEntity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, elect consents to purchase directly and acquire such Partnership Units by paying to payment of the Redeeming Partner either Redemption Amount in the Cash Amount or form of the Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Redemption Date, whereupon upon such payment the General Partner Entity shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Entity, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner Entity shall exercise its right to purchase Common Partnership Units with respect to assume directly and satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership Units to the General PartnerPartner Entity. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6.B shall imply any right of the General Partner may reasonably Entity to require in connection with the issuance of Common Shares upon any Limited Partner to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.8.6.A.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Articles of Incorporation), elect to assume directly and satisfy a Redemption Right. If such election is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Right Amount in the form of the Cash Amount or the Shares Amount. The Partnership’s decision regarding whether such payment shall be deemed to have offered to sell the Common Partnership Units identified made in the Notice form of Redemption to the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner mayEntity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, elect consents to purchase directly and acquire such Partnership Units by paying to payment of the Redeeming Partner either Redemption Amount in the Cash Amount or form of the Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Redemption Date, whereupon upon such payment the General Partner Entity shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Entity, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner Entity shall exercise its right to purchase Common Partnership Units with respect to assume directly and satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership Units to the General PartnerPartner Entity. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6.B shall imply any right of the General Partner may reasonably Entity to require in connection with the issuance of Common Shares upon any Limited Partner to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.8.6.A.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption (other than a Notice of Redemption relating to a Class E Unit given prior to the General Partnerfirst anniversary of the Effective Date), and the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner determines in its sole and absolute discretion (provided that payment of the Redemption Amount in the form of Shares shall be in Shares registered under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded, and provided, further, that in the event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership UnitsUnits and such Partnership Units shall automatically convert to Class A Units upon acquisition by the General Partner. Unless the General Partner (Partner, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common 's Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6.B shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon any Limited Partner to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification8.6.A above.

General Partner Assumption of Right. (iA) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the Redeeming Holder has delivered a Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretion, elect to purchase assume directly and acquire such Partnership Units satisfy a Redemption Right (a) by paying to the Redeeming Partner either Holder the Cash Amount or the Shares Amount, as elected by (b) issuing a number of fully paid and non-assessable shares of Corporation Preferred Stock such that each Series 1997-A Preferred Unit will be entitled to be exchanged for one share of Corporation Preferred Stock. Unless the General Partner (Partner, in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, the General Partner shall not have any obligation to the Redeeming Partner Holder or to the Operating Partnership with respect to the Redeeming Partner’s Holder's exercise of the Redemption Right. If the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B5(a)(ii)(A) and shall fully perform its obligations in connection therewith, the Operating Partnership shall have no obligation to pay any amount to the Redeeming Partner Holder with respect to such Redeeming Partner’s Holder's exercise of such the Redemption Right, and each of the Redeeming PartnerHolder, the Operating Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Holder as a sale of the Redeeming Partner’s Common Partnership Holder's Series 1997-A Preferred Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 5(a)(ii)(A) shall imply any right of the General Partner may reasonably to require in connection with the issuance any holder of Common Shares upon Series 1997-A Preferred Units to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right Right afforded to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification5(a)(i).

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretion, elect to purchase assume directly and acquire such Partnership Units satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner (determines in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Partner, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for U.S. federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6.B shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon any Limited Partner to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.8.6.A.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof8.6.A, a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified described in the Notice of Redemption to the General Partner, and the General Partner may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Partnership Units from the Redeeming Partner pursuant to this Section 8.5.B8.6.B, the General Partner shall not have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, as a sale of the Redeeming Partner’s Common Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B8.6.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B 8.6.B immediately prior to such reclassification.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to the limitations on ownership and transfer of Shares set forth in the Articles of Incorporation) and upon providing written notice to the Limited Partners at least three (3) Business Days in advance, elect to purchase assume directly and acquire such Partnership Units satisfy a Unit Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner determines in its sole and absolute discretion (provided that payment of the Redemption Amount in the form of Common Shares shall be in Common Shares registered under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Common Shares are Publicly Traded and the issuance of Common Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner, resale of the Common Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Common Shares are not Publicly Traded at the time a Redeeming Partner exercises its Unit Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Partner, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BUnit Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Unit Redemption Right. If the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Unit Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such the Unit Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6.B shall imply any right of the General Partner may reasonably to require in connection with any Limited Partner to exercise the issuance of Common Shares upon exercise of the Unit Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.8.6.A.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretion, elect to purchase assume directly and acquire such Partnership Units satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner (determines in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Partner, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.7.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for U.S. federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.7.B shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon any Limited Partner to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.8.7.A.

General Partner Assumption of Right. (ia) Notwithstanding If the provisions holder of Section 8.5.A hereof, the Series D-1 Preferred Units has delivered a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the Series D-1 Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy the Series D-1 Redemption Right by paying to the Redeeming Partner either (x) the Cash Amount redemption price required in Section 2.E(i)(a) above plus any accumulated and unpaid distributions on the Series D-1 Preferred Units being redeemed or (y) in the form of Series D-1 Preferred Shares Amountin the Trust, as elected by set forth in paragraph (b) below. Unless the General Partner (Partner, in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BSeries D-1 Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Series D-1 Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Series D-1 Redemption Right in the manner described in the first sentence of this Section 8.5.Bparagraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Series D-1 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common 's Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this paragraph (ii) shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of Series D-1 Preferred Units to exercise the number of Common Shares for which such Partnership Units could be purchased Series D-1 Redemption Right afforded pursuant to this Section 8.5.B immediately prior to such reclassificationparagraph (i) above.

General Partner Assumption of Right. (ia) Notwithstanding If the provisions holder of Section 8.5.A hereof, the Series D-4 Preferred Units has delivered a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the Series D-4 Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy the Series D-4 Redemption Right by paying to the Redeeming Partner either (x) the Cash Amount redemption price required in Section 2.E(i)(a) above plus any accumulated and unpaid distributions (whether or not declared) for the Shares AmountSeries D-4 Preferred Units being redeemed, subject to Section 2.D(vi), or (y) in the form of Series D-4 Preferred Shares, as elected by set forth in paragraph (b) below. Unless the General Partner (Partner, in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BSeries D-4 Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Series D-4 Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Series D-4 Redemption Right in the manner described in the first sentence of this Section 8.5.Bparagraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Series D-4 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common 's Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this paragraph (ii) shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of Series D-4 Preferred Units to exercise the number of Common Shares for which such Partnership Units could be purchased Series D-4 Redemption Right afforded pursuant to this Section 8.5.B immediately prior to such reclassificationparagraph (i) above.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises has delivered a Notice of Redemption, the General Partner Entity may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to assume directly and satisfy a Redemption Right. If such election is made by the General Partner Entity, the Partnership shall determine whether the General Partner Entity shall pay the Redemption Right Amount in the form of the Cash Amount or the Shares Amount. The Partnership's decision regarding whether such payment shall be deemed to have offered to sell the Common Partnership Units identified made in the Notice form of Redemption to the Cash Amount or the Shares Amount shall be made by the General Partner, in its capacity as the general partner of the Partnership and in its sole and absolute discretion. Payment of the Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner mayEntity resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, elect consents to purchase directly and acquire such Partnership Units by paying to payment of the Redeeming Partner either Redemption Amount in the Cash Amount or form of the Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Redemption Date, whereupon upon such payment the General Partner Entity shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Entity, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If the General Partner Entity shall exercise its right to purchase Common Partnership Units with respect to assume directly and satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall Entity shall, for federal income tax purposes, treat the transaction between the General Partner Entity and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common 's Partnership Units to the General PartnerPartner Entity. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6.B shall imply any right of the General Partner may reasonably Entity to require in connection with the issuance of Common Shares upon any Limited Partner to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.8.6.A.

General Partner Assumption of Right. (ia) Notwithstanding If the provisions holder of Section 8.5.A hereof, the Series D-10 Preferred Units has delivered a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the Series D-10 Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy the Series D-10 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the Cash Amount holder’s Capital Account for the Series D-10 Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D of Exhibit B to the Agreement and the holder’s Capital Account is adjusted accordingly or (y) in the Shares Amountform of Series D-10 Preferred Shares, as elected set forth in paragraph (b) below; provided, however, that if and to the extent that such exchange would, based solely on the Series D-10 Preferred Shares acquired by such holder directly from the General Partner in satisfaction of a Series D-10 Redemption Right and those Series D-10 Preferred Shares acquired directly by such holder from the General Partner in prior exercises of the Series D-10 Redemption Right, result in the Series D-10 Preferred Shares being delivered in satisfaction of the Series D-10 Redemption Right being issued to such holder as “Excess Stock” (as such term is used in Article VI of the REIT’s Declaration of Trust), then, so long as any waiver granted pursuant to Section 6.6(l) of the Declaration of Trust of the ownership limits that includes such holder shall not have been terminated in accordance with its terms, the General Partner shall instead satisfy such Series D-10 Redemption Right by paying the Redeeming Partner the amount specified in clause (x) in respect thereof. Unless the General Partner, in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BSeries D-10 Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Series D-10 Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Series D-10 Redemption Right in the manner described in the first sentence of this Section 8.5.Bparagraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such the Series D-10 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this paragraph (ii) shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of Series D-10 Preferred Units to exercise the number of Common Shares for which such Partnership Units could be purchased Series D-10 Redemption Right afforded pursuant to this Section 8.5.B immediately prior to such reclassificationparagraph (i) above.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption (other than a Notice of Redemption relating to a Class E Unit given prior to the General Partnerfirst anniversary of the Effective Date), and the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner determines in its sole and absolute discretion (provided that payment of the Redemption Amount in the form of Shares shall be in Shares registered under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded, and provided, further, that in the event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership UnitsUnits and such Partnership Units shall automatically convert to Class D Units upon acquisition by the General Partner. Unless the General Partner (Partner, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common 's Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6.B shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon any Limited Partner to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification8.6.A above.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to the limitations on ownership and transfer of Shares set forth in the Articles of Incorporation) and upon providing written notice to the Limited Partners at least three (3) Business Days in advance, elect to purchase assume directly and acquire such Partnership Units satisfy a Unit Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner determines in its sole and absolute discretion (provided that payment of the Redemption Amount in the form of Common Shares shall be in Common Shares registered under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Common Shares are Publicly Traded and the issuance of Common Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner, resale of the Common Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Common Shares are not Publicly Traded at the time a Redeeming Partner exercises its Unit Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Partner, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BUnit Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Unit Redemption Right. If the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Unit Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Unit Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership 's Units to the General Partner. Nothing contained in this Section 8.6.B shall imply any right of the General Partner to require any Limited Partner to exercise the Unit Redemption Right afforded to such Limited Partner pursuant to Section 8.6.A. (ii) If the General Partner determines to pay the Redeeming Partner the Redemption Amount in the form of Common Shares, the total number of Common Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner's Class A Units shall be the applicable Shares Amount. If this amount is not a whole number of Common Shares, the Redeeming Partner shall be paid (i) that number of Common Shares which equals the nearest whole number less than such amount plus (ii) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional Common Share which would otherwise be payable to the Redeeming Partner. (iii) Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Unit Redemption Right. In case of any reclassification of the (iv) Any Common Shares (including, but not limited to, any reclassification upon a consolidation or merger issued in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of accordance with this Section 8.5.B8.6.B will be duly and validly authorized and will be validly issued, the General Partner (or its successor) may thereafter exercise its right fully paid and nonassessable and will not be subject to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.any preemptive rights. C.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has ----------------------------------- delivered a Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to the limitations on ownership and transfer of Shares set forth in the Declaration of Trust) and upon providing written notice to the Limited Partners at least three (3) Business Days in advance, elect to purchase assume directly and acquire such Partnership Units satisfy a Unit Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner determines in its sole and absolute discretion (provided that, payment of the ------------- Redemption Amount in the form of Shares shall be in Shares registered for resale under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded, and the issuance of Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner, resale of the Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration),and, provided further that, if the Shares are --------------------- not Publicly Traded at the time a Redeeming Partner exercises its Unit Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Partner, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BUnit Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Unit Redemption Right. If the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Unit Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Unit Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership 's Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6.B shall imply any right of the General Partner may reasonably to require in connection with any Limited Partner to exercise the issuance of Common Shares upon exercise of the Unit Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.8.6.A.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption to the General PartnerRedemption, and the General Partner Entity may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Articles of Incorporation), elect to purchase assume directly and acquire such Partnership Units satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner (Entity determines in its sole and absolute discretion (PROVIDED that payment of the Redemption Amount in the form of Shares shall be in Shares registered under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded, and PROVIDED FURTHER that in the event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner and the General Partner, in their sole and absolute discretion, consent to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, whereupon the General Partner Entity shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Entity, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, neither the General Partner nor the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If In the event the General Partner Entity shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common 's Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to the limitations on ownership and transfer of Shares set forth in the Articles of Incorporation) and upon providing written notice to the Limited Partners at least three (3) Business Days in advance, elect to purchase assume directly and acquire such Partnership Units satisfy a Unit Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner determines in its sole and absolute discretion (provided that payment of the Redemption Amount in the form of Common Shares shall be in Common Shares registered under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Common Shares are Publicly Traded and the issuance of Common Shares upon redemption shall be registered under the Securities Act or, at the election of the General Partner, resale of the Common Shares issued upon redemption shall be registered (so long as the Redeeming Partner provides all information required for such registration), and, provided further that, if the Common Shares are not Publicly Traded at the time a Redeeming Partner exercises its Unit Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Partner, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BUnit Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Unit Redemption Right. If the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Unit Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or HB 1460346 obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Unit Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership 's Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6.B shall imply any right of the General Partner may reasonably to require in connection with any Limited Partner to exercise the issuance of Common Shares upon exercise of the Unit Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.8.6.A.

General Partner Assumption of Right. (ia) Notwithstanding If the provisions holder of Section 8.5.A hereof, the Series D-9 Preferred Units has delivered a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the Series D-9 Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership -9- 14 and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy the Series D-9 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the Cash Amount holder's Capital Account for the Series D-9 Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D of Exhibit B to the Agreement and the holder's Capital Account is adjusted accordingly or (y) in the Shares Amountform of Series D-9 Preferred Shares, as elected by set forth in paragraph (b) below. Unless the General Partner (Partner, in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BSeries D-9 Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Series D-9 Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Series D-9 Redemption Right in the manner described in the first sentence of this Section 8.5.Bparagraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Series D-9 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common 's Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this paragraph (ii) shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of Series D-9 Preferred Units to exercise the number of Common Shares for which such Partnership Units could be purchased Series D-9 Redemption Right afforded pursuant to this Section 8.5.B immediately prior to such reclassificationparagraph (i) above.

General Partner Assumption of Right. (ia) Notwithstanding If the provisions holder of Section 8.5.A hereof, the Series D-8 Preferred Units has delivered a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the Series D-8 Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy the Series D-8 Redemption Right by paying to the Redeeming Partner either (x) the Cash Amount redemption price required in Section 2.E(i)(a) above plus any accumulated and unpaid distributions on the Series D-8 Preferred Units being redeemed or (y) in the form of Series D-8 Preferred Shares Amountin the Trust, as elected by set forth in paragraph (b) below. Unless the General Partner (Partner, in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BSeries D-8 Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Series D-8 Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Series D-8 Redemption Right in the manner described in the first sentence of this Section 8.5.Bparagraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Series D-8 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.the

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption (other than a Notice of Redemption relating to the General Partnera Class E Unit given prior to April 15, and 1998), the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner determines in its sole and absolute discretion (provided that payment of the Redemption Amount in the form of Shares shall be in Shares registered under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded, and provided, further, that in the event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner, in its sole and absolute discretion, consents to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership UnitsUnits and such Partnership Units shall automatically convert to Class A Units upon acquisition by the General Partner. Unless the General Partner (Partner, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common 's Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6.B shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon any Limited Partner to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification8.6.A above.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises has delivered a Notice of Redemption, the General Partner shall, within 2 business days after receipt of such Notice, deliver to Kramont a copy of such Notice of Redemption. Kramont may, within 3 business days after receipt of such Notice, in its sole discretion (subject to any limitations on ownership and transfer of Shares set forth in Kramont's Declaration of Trust, as the same may be amended, restated, and supplemented from time to time (the "Declaration")), but only if Kramont has in effect (or, at the request of the Redeeming Partner, consents and within 60 days after such election causes to be in effect) a registration statement (the "Registration Statement") covering the immediate resale of all the Shares to be issued to the Redeeming Partner pursuant to such election (or, under then-applicable law, the Shares upon issuance would be freely tradeable without such a registration statement's being in effect), elect to assume directly and satisfy a Redemption Right by issuing to the Redeeming Partner the Shares Amount on the Specified Redemption Date, whereupon Kramont shall acquire the OP Units offered for redemption by the Redeeming Partner, and the General Partner shall be treated for all purposes of this Agreement as the owner of such OP Units by virtue of the contributions of the OP Units by Kramont OP and by Kramont OP to the General Partner described in the third to last sentence of this Section 8.6B(i). If Kramont elects not to assume directly and satisfy the Redemption Right by issuing the Shares Amount to the Redeeming Partner, it shall be deemed to have offered to sell the Common Partnership Units identified in the Notice of Redemption to notify the General Partner, and the General Partner may, in its sole and absolute discretion, elect to purchase assume directly and acquire such Partnership Units satisfy the Redemption Right by paying the Cash Amount to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership OP Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership OP Units. If it shall be necessary under the second preceding sentence for a Registration Statement to be caused to be in effect, Kramont will use commercially reasonable efforts to cause such Registration Statement to be filed within the 60-day period there described and to become effective as soon as reasonably practicable. Unless the General Partner (Kramont, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redemption Right, Kramont shall not have any obligation to the Redeeming Partner pursuant or to this Section 8.5.Bthe Partnership with respect to the Redeeming Partner's exercise of the Redemption Right, and unless the General Partner, in its sole discretion, shall exercise its right to assume directly and satisfy the Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If In the event Kramont or the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Redemption Right in the manner described in the first sentence second and third sentences of this Section 8.5.B8.6B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Redemption Right. In the event Kramont shall exercise its right to satisfy the Redemption Right, each of the Redeeming Partner, the Partnership, Kramont and the General Partner shall, for Federal income tax purposes, treat the transaction between Kramont and the Redeeming Partner as follows: (1) Kramont shall be deemed to have acquired the OP Units from the Redeeming Partner in exchange for the Shares Amount, (2) Kramont shall be deemed to contribute such OP Units to Kramont OP in exchange for an equal number of OP Common Units (as defined in the amended and restated agreement of limited partnership of Kramont OP), and (3) Kramont OP shall be deemed to contribute such OP Units to CV GP. In the event the General Partner shall exercise its right to satisfy the Redemption Right, each of the Redeeming Partner, the Partnership and the General Partner shall shall, for Federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership 's OP Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.6B shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon any Limited Partner to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification.8.6A.

General Partner Assumption of Right. (ia) Notwithstanding If the provisions holder of Section 8.5.A hereof, the Series D-5 Preferred Units has delivered a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the Series D-5 Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy the Series D-5 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the Cash Amount holder's Capital Account for the Series D-5 Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D of Exhibit B to the Agreement and the holder's Capital Account is adjusted accordingly or (y) in the Shares Amountform of Series D-5 Preferred Shares, as elected by set forth in paragraph (b) below. Unless the General Partner (Partner, in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BSeries D-5 Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Series D-5 Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Series D-5 Redemption Right in the manner described in the first sentence of this Section 8.5.Bparagraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Series D-5 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common 's Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this paragraph (ii) shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of Series D-5 Preferred Units to exercise the number of Common Shares for which such Partnership Units could be purchased Series D-5 Redemption Right afforded pursuant to this Section 8.5.B immediately prior to such reclassificationparagraph (i) above.

General Partner Assumption of Right. (ia) Notwithstanding If the provisions holder of Section 8.5.A hereof, the Series D-11 Preferred Units has delivered a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the Series D-11 Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy the Series D-11 Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the Cash Amount holder’s Capital Account for the Series D-11 Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted pursuant to Section 1.D of Exhibit B to the Agreement and the holder’s Capital Account is adjusted accordingly or (y) in the Shares Amountform of Series D-11 Preferred Shares, as elected by set forth in paragraph (b) below. Unless the General Partner (Partner, in its sole and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BSeries D-11 Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Series D-11 Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Series D-11 Redemption Right in the manner described in the first sentence of this Section 8.5.Bparagraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such the Series D-11 Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this paragraph (ii) shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of Series D-11 Preferred Units to exercise the number of Common Shares for which such Partnership Units could be purchased Series D-11 Redemption Right afforded pursuant to this Section 8.5.B immediately prior to such reclassificationparagraph (i) above.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption to the General PartnerRedemption, and the General Partner may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Declaration of Trust), elect to purchase assume directly and acquire such Partnership Units satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner (determines in its sole and absolute discretion), discretion (provided that payment of the Redemption Amount in the form of Shares shall be in Shares registered under Section 12 of the Exchange Act on the Specified Redemption Date, whereupon the General Partner shall acquire the Common Partnership Class A Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Partner, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. If In the event the General Partner shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.06(b) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as Nothing contained in this Section 8.06(b) shall imply any right of the General Partner may reasonably to require in connection with the issuance of Common Shares upon any Limited Partner to exercise of the Redemption Right. In case of any reclassification of the Common Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the General Right afforded to such Limited Partner is the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of Common Shares for which such Partnership Units could be purchased pursuant to this Section 8.5.B immediately prior to such reclassification8.06(a) above.

General Partner Assumption of Right. (i) Notwithstanding the provisions of Section 8.5.A hereof, If a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Partnership Units identified in the has delivered a Notice of Redemption to the General PartnerRedemption, and the General Partner Entity may, in its sole and absolute discretiondiscretion (subject to any limitations on ownership and transfer of Shares set forth in the Articles of Incorporation), elect to purchase assume directly and acquire such Partnership Units satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the Shares Amount, as elected by the General Partner (Entity determines in its sole and absolute discretion (provided that payment of the Redemption Amount in the form of Shares shall be in Shares registered under Section 12 of the Exchange Act and listed for trading on the exchange or national market on which the Shares are Publicly Traded, and provided further that in the event that the Shares are not Publicly Traded at the time a Redeeming Partner exercises its Redemption Right, the Redemption Amount shall be paid only in the form of the Cash Amount unless the Redeeming Partner and the General Partner, in their sole and absolute discretion, consent to payment of the Redemption Amount in the form of the Shares Amount), on the Specified Redemption Date, whereupon the General Partner Entity shall acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner (Entity, in its sole and absolute discretion) , shall exercise its right to purchase Common Partnership Units from assume directly and satisfy the Redeeming Partner pursuant to this Section 8.5.BRedemption Right, neither the General Partner nor the General Partner Entity shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s 's exercise of the Redemption Right. If In the event the General Partner Entity shall exercise its right to purchase Common Partnership Units with respect to satisfy the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.5.B8.6.B and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s 's exercise of such the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner, for federal income tax purposes, Partner as a sale of the Redeeming Partner’s Common 's Partnership Units to the General Partner. Each Redeeming Partner agrees to execute such documents as 44 (ii) In the event that the General Partner may reasonably require in connection with Entity determines to pay the issuance of Common Shares upon exercise of Redeeming Partner the Redemption RightAmount in the form of Shares, the total number of Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner's Partnership Units shall be the applicable Shares Amount. In case the event this amount is not a whole number of any reclassification Shares, the Redeeming Partners shall be paid (i) that number of Shares which equals the Common Shares nearest whole number less than such amount plus (including, but not limited to, any reclassification upon a consolidation or merger in ii) an amount of cash which the General Partner is determines, in its reasonable discretion, to represent the continuing entity) into securities other than Common Shares, for purposes of this Section 8.5.B, the General Partner (or its successor) may thereafter exercise its right to purchase Common Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder fair value of the number of Common Shares for remaining fractional Share which such Partnership Units could would otherwise be purchased pursuant payable to this Section 8.5.B immediately prior to such reclassificationthe Redeeming Partner.