Common use of Notwithstanding Paragraph 4 Clause in Contracts

Notwithstanding Paragraph 4. A above, if a Series A Preferred Unit Holder has delivered to the General Partner a Notice of Series A Preferred Redemption and the certificates representing the Series A Preferred Units, then the Parent may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to assume and satisfy the Partnership’s Series A Preferred Redemption obligation and acquire some or all of the Tendered Series A Preferred Units from the Tendering Series A Preferred Unit Holder in exchange for the Series A Preferred REIT Shares Amount (as of the Series A Preferred Redemption Date) and, if the Parent so elects, the Tendering Series A Preferred Unit Holder shall sell the Tendered Series A Preferred Units to the Parent in exchange for the Series A Preferred REIT Shares Amount (to the extent then permitted by the rules of the New York Stock Exchange without having to obtain the approval of Parent’s stockholders). In such event, the Tendering Series A Preferred Unit Holder shall have no right to cause the Partnership to redeem such Tendered Series A Preferred Units. The Parent shall promptly, and in no event later than the Series A Preferred Redemption Date, give such Tendering Series A Preferred Unit Holder written notice of its election to deliver the Series A Preferred REIT ▇▇▇▇▇▇ ▇▇▇▇▇▇, and the Tendering Series A Preferred Unit Holder may elect to withdraw its redemption request at any time prior to the acceptance of the cash or Series A Preferred REIT Shares Amount by such Tendering Series A Preferred Unit Holder. Assuming the Parent exercises its option to deliver the Series A Preferred REIT Shares Amount, the Parent shall contribute the Tendered Series A Preferred Units to the Parent Limited Partner. Upon Parent Limited Partner’s acquisition of the Series A Preferred Units (including the certificates, if any, representing such Series A Preferred Units), such Series A Preferred Units shall automatically be converted into a number of OP Units equal to the number of REIT Shares issued by Parent in such Series A Preferred Redemption. In addition, upon or subsequent to such conversion, the General Partner shall be permitted to make adjustments to the Capital Accounts of the Partners in order to prevent any differences in distributions among OP Units resulting from such conversion.

Notwithstanding Paragraph 4. A above, if a Series A Preferred Unit Holder has delivered to the General Partner a Notice of Series A Preferred Redemption and the certificates representing the Series A Preferred Units, then the Parent may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to assume and satisfy the Partnership’s Series A Preferred Redemption obligation and acquire some or all of the Tendered Series A Preferred Units from the Tendering Series A Preferred Unit Holder in exchange for the Series A Preferred REIT Shares Amount (as of the Series A Preferred Redemption Date) and, if the Parent so elects, the Tendering Series A Preferred Unit Holder shall sell the Tendered Series A Preferred Units to the Parent in exchange for the Series A Preferred REIT Shares Amount (to the extent then permitted by the rules of the New York Stock Exchange without having to obtain the approval of Parent’s stockholders). In such event, the Tendering Series A Preferred Unit Holder shall have no right to cause the Partnership to redeem such Tendered Series A Preferred Units. The Parent shall promptly, and in no event later than the Series A Preferred Redemption Date, give such Tendering Series A Preferred Unit Holder written notice of its election to deliver the Series A Preferred REIT ▇▇▇▇▇▇ ▇▇▇▇▇▇Shares Amount, and the Tendering Series A Preferred Unit Holder may elect to withdraw its redemption request at any time prior to the acceptance of the cash or Series A Preferred REIT Shares Amount by such Tendering Series A Preferred Unit Holder. Assuming the Parent exercises its option to deliver the Series A Preferred REIT Shares Amount, the Parent shall contribute the Tendered Series A Preferred Units to the Parent Limited Partner. Upon Parent Limited Partner’s acquisition of the Series A Preferred Units (including the certificates, if any, representing such Series A Preferred Units), such Series A Preferred Units shall automatically be converted into a number of OP Units equal to the number of REIT Shares issued by Parent in such Series A Preferred Redemption. In addition, upon or subsequent to such conversion, the General Partner shall be permitted to make adjustments to the Capital Accounts of the Partners in order to prevent any differences in distributions among OP Units resulting from such conversion.