Common use of Procedure for Exchange Clause in Contracts

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (y) fax and (z) by certified mail postage prepaid. Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series C Preferred Units by delivering to each holder of record of Series C Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (B) a written notice stating (1) the exchange date, which may be the date of such written notice or any other date which is not later than fifteen (15) Business Days following the receipt of the Exchange Notice, (2) the Series C Exchange Price, and (3) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of Series C Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of Series C Preferred Stock pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any shares of Series C Preferred Stock issued pursuant to this Section 9 shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the Company, the Securities Act of 1933, as amended and relevant state securities or blue sky laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

Procedure for Exchange. (i) Any exchange shall be exercised ---------------------- pursuant to a notice of exchange (the "Exchange Notice") delivered to the --------------- General Partner by the holder who is exercising such exchange rightPartners representing at least 51% of the outstanding Series A Preferred Units, by (yi) fax and (zii) by certified mail postage prepaid. Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any The exchange of Series C Preferred Units by delivering to each holder of record of Series C A Preferred Units, within ten or a specified portion thereof, may be effected after the fifth (105/th/) Business Days following receipt by the General Partner of the Exchange NoticeNotice by delivering certificates, if any, representing such Series A Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series A Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is located at 0000 X. Xxxxxxxx Xxxxxxx, Xx Xxxxxxx, XX 00000. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series A Preferred Units to be exchanged (Atogether with all required documentation) certificates representing shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. The right to exchange Series C A Preferred Units called for redemption will terminate at the close of business on a redemption date. Notwithstanding anything to the contrary contained herein, any and all Series A Preferred Units to be exchanged for REIT Series A Preferred Stock being issued pursuant to this Section 16.7 shall be so exchanged in exchange for the Series C Preferred Units of such holder being exchanged and (B) a written notice stating (1) the exchange date, which may be the date of such written notice or any other date which is not later than fifteen (15) Business Days following the receipt of the Exchange Notice, (2) the Series C Exchange Price, and (3) that distributions on the Series C Preferred Units will cease to accrue on such exchange datesingle transaction at one time. As a condition to the exchange, the General Partner may require the holders of Series C A Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of REIT Series C A Preferred Stock Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any shares of Series C Preferred Stock issued pursuant to this Section 9 shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the Company, the Securities Act of 1933, as amended and relevant state securities or blue sky laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, HEREBY THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (y) fax and (z) by certified mail postage prepaid. Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series C Preferred Units by delivering to each holder of record of Series C Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (B) a written notice stating (1) the exchange date, which may be the date of such written notice or any other date which is not later than fifteen (15) Business Days following the receipt of the Exchange Notice, (2) the Series C Exchange Price, and (3) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of Series C Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of Series C Preferred Stock pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any shares of Series C Preferred Stock issued pursuant to this Section 9 shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the Company, the Securities Act of 1933, as amended and relevant state securities or blue sky laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE 116 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "Exchange NoticeEXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (ya) fax and (zb) by certified mail postage prepaid. Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof), the General Partner and the Partnership shall effect any exchange of Series C B Preferred Units by delivering to each holder of record of Series C B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (A1) certificates representing the Series C B Preferred Stock being issued in exchange for the Series C B Preferred Units of such holder being exchanged and (B2) a written notice stating (1A) the exchange date, which may be the date of such written notice or any other date which is not later than fifteen (15) Business Days following the receipt of the Exchange Notice, (2B) the Series C Exchange Price, and (3C) that distributions on the Series C B Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of Series C B Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of Series C B Preferred Stock pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any shares of Series C B Preferred Stock issued pursuant to this Section SECTION 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the CompanyGeneral Partner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws or created by the exchanging holder of Series C B Preferred Units. Each Series C B Preferred Unit exchanged hereunder for a share of Series C B Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C B Preferred Stock is outstanding. The certificates representing the Series C B Preferred Shares issued upon exchange of the Series C B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "Series D Exchange Notice") delivered to the ------------------------ General Partner by the holder who is exercising such Partners representing at least 51% of the outstanding Series D Preferred Units (or by the Series D Contributor in the case of an exchange rightpursuant to the last sentence of Section 19.9.A(i) hereof), by (yA) fax and (zB) by certified mail postage prepaid. Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the The General Partner and the Partnership shall may effect any exchange of Series C D Preferred Units, or exercise its option to cause the Partnership to redeem any portion of the Series D Preferred Units for cash pursuant to Section 19.9.A(ii) or redeem Series D Excess Units pursuant to Section 19.9.A(iii), by delivering to each holder Holder of record of Series C D Preferred Units, within ten (10) Business Days following receipt of the Series D Exchange Notice, (Aa) if the General Partner elects to cause the Partnership to acquire any of the Series D Preferred Units then outstanding, (1) certificates representing the REIT Series C D Preferred Stock Shares being issued in exchange for the Series C D Preferred Units of such holder Holder being exchanged and (B2) a written notice (a "Series D Redemption Notice") stating (1A) the exchange -------------------------- redemption date, which may be the date of such written notice Series D Redemption Notice or any other date which is not later than fifteen sixty (1560) Business Days days following the receipt of the Series D Exchange Notice, (2B) the redemption price, (C) the place or places where the Series C Exchange Price, D Preferred Units are to be surrendered and (3D) that distributions on the Series C D Preferred Units will cease to accrue on such redemption date, or (b) if the General Partner elects to cause the Partnership to redeem all of the Series D Preferred Units then outstanding in exchange for cash, a Series D Redemption Notice. Series D Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) on the redemption date. Holders of Series D Preferred Units shall deliver any canceled certificates representing Series D Preferred Units which have been exchanged or redeemed to the office of General Partner (which currently is located at 0000 X. Xxxxxxxx Xxxxxxx, Xx Xxxxxxx, XX 90245) within ten (10) Business Days of the exchange or redemption with respect thereto. Notwithstanding anything to the contrary contained herein, any and all Series D Preferred Units to be exchanged for REIT Series D Preferred Shares pursuant to this Section 19.9 shall be so exchanged in a single transaction at one time. As a condition to the exchange, the General Partner may require the holders Holders of Series C D Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of REIT Series C D Preferred Stock Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any shares of REIT Series C D Preferred Stock Shares issued pursuant to this Section 9 19.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the CompanyGeneral Partner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstandinglaws. The certificates representing the REIT Series C D Preferred Shares issued upon exchange of the Series C D Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND STATE SECURITIES LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "Exchange NoticeEXCHANGE NOTICE") delivered to the General Partner by the holder who is exercising such exchange right, by (ya) fax and (zb) by certified mail postage prepaid. Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof), the General Partner and the Partnership shall effect any exchange of Series C Preferred Units by delivering to each holder of record of Series C Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (A1) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (B2) a written notice stating (1A) the exchange date, which may be the date of such written notice or any other date which is not later than fifteen (15) Business Days following the receipt of the Exchange Notice, (2B) the Series C Exchange Price, and (3C) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. Notwithstanding anything to the contrary contained herein, any and all Preferred Units to be exchanged for REIT Preferred Stock pursuant to this Section 7 shall be so exchanged in a single transaction at one time. As a condition to the exchange, the General Partner may require the holders of Series C Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of Series C Preferred Stock pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any shares of Series C Preferred Stock issued pursuant to this Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the CompanyGeneral Partner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "“Series D Exchange Notice"”) delivered to the General Partner by the holder who is exercising such Partners representing at least 51% of the outstanding Series D Preferred Units (or by the Series D Contributor in the case of an exchange rightpursuant to the last sentence of Section 19.9.A(i) hereof), by (yA) fax and (zB) by certified mail postage prepaid. Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the The General Partner and the Partnership shall may effect any exchange of Series C D Preferred Units, or exercise its option to cause the Partnership to redeem any portion of the Series D Preferred Units for cash pursuant to Section 19.9.A(ii) or redeem Series D Excess Units pursuant to Section 19.9.A(iii), by delivering to each holder Holder of record of Series C D Preferred Units, within ten (10) Business Days following receipt of the Series D Exchange Notice, (Aa) if the General Partner elects to cause the Partnership to acquire any of the Series D Preferred Units then outstanding, (1) certificates representing the REIT Series C D Preferred Stock Shares being issued in exchange for the Series C D Preferred Units of such holder Holder being exchanged and (B2) a written notice (a “Series D Redemption Notice”) stating (1A) the exchange redemption date, which may be the date of such written notice Series D Redemption Notice or any other date which is not later than fifteen sixty (1560) Business Days days following the receipt of the Series D Exchange Notice, (2B) the redemption price, (C) the place or places where the Series C Exchange Price, D Preferred Units are to be surrendered and (3D) that distributions on the Series C D Preferred Units will cease to accrue on such redemption date, or (b) if the General Partner elects to cause the Partnership to redeem all of the Series D Preferred Units then outstanding in exchange for cash, a Series D Redemption Notice. Series D Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) on the redemption date. Holders of Series D Preferred Units shall deliver any canceled certificates representing Series D Preferred Units which have been exchanged or redeemed to the office of General Partner (which currently is located at 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 90064) within ten (10) Business Days of the exchange or redemption with respect thereto. Notwithstanding anything to the contrary contained herein, any and all Series D Preferred Units to be exchanged for REIT Series D Preferred Shares pursuant to this Section 19.9 shall be so exchanged in a single transaction at one time. As a condition to the exchange, the General Partner may require the holders Holders of Series C D Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of REIT Series C D Preferred Stock Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any shares of REIT Series C D Preferred Stock Shares issued pursuant to this Section 9 19.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the CompanyGeneral Partner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstandinglaws. The certificates representing the REIT Series C D Preferred Shares issued upon exchange of the Series C D Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”) AND STATE SECURITIES LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (y) fax and (z) by certified mail postage prepaid. Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series C B Preferred Units by delivering to each holder of record of Series C B Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series C B Preferred Stock being issued in exchange for the Series C B Preferred Units of such holder being exchanged and (B) a written notice stating (1) the exchange date, which may be the date of such written notice or any other date which is not later than fifteen (15) Business Days following the receipt of the Exchange 97 Notice, (2) the Series C B Exchange Price, and (3) that distributions on the Series C B Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of Series C B Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of Series C B Preferred Stock pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any shares of Series C B Preferred Stock issued pursuant to this Section 9 shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the Company, the Securities Act of 1933, as amended and relevant state securities or blue sky laws or created by the exchanging holder of Series C B Preferred Units. Each Series C B Preferred Unit exchanged hereunder for a share of Series C B Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C B Preferred Stock is outstanding. The certificates representing the Series C B Preferred Shares issued upon exchange of the Series C B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

Procedure for Exchange. (i) Any exchange shall be exercised pursuant ---------------------- to a notice of exchange (the "Exchange Notice") delivered to the General Partner --------------- by the holder who is exercising such exchange right, by (ya) fax and (zb) by certified mail postage prepaid. Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof), the General Partner and the Partnership shall effect any exchange of Series C Preferred Units by delivering to each holder of record of Series C Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (A1) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (B2) a written notice stating (1A) the exchange date, which may be the date of such written notice or any other date which is not later than fifteen (15) Business Days following the receipt of the Exchange Notice, (2B) the Series C Exchange Price, and (3C) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. Notwithstanding anything to the contrary contained herein, any and all Preferred Units to be exchanged for REIT Preferred Stock pursuant to this Section 7 shall be so exchanged in a single transaction at one time. As a condition to the exchange, the General Partner may require the holders of Series C Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of Series C Preferred Stock pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any shares of Series C Preferred Stock issued pursuant to this Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the CompanyGeneral Partner, the Securities Act of 1933, as amended and relevant state securities or blue sky laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.