Common use of Redemption Right Clause in Contracts

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit (if other than the General Partner) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(BSection 7.4(b) and 8.6(C) hereof Section 7.4(c), and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners, each holder of a Common Unit (if other than the General Partner) Limited Partner shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the . The Partnership Units shall have been outstanding for at least up to one year; provided(1) year (the "Payout Period") following exercise of a Redemption Right to pay the Cash Amount to the Limited Partner who is exercising the redemption right (the "Redeeming Partner"). From and after the Specified Redemption Date, further, that the General Cash Amount (or portion thereof) due and payable to a Redeeming Partner with respect to such Redeeming Partner, following the direction and approval 's exercise of the Board of Directors, may allow a holder to exercise its Redemption Right prior shall bear interest at the rate equal to the lower of (i) the Company's annual dividend rate on REIT Common Units being outstanding Shares for one year the prior twelve (12) month period, or (ii) eight percent (8%) per annum, until the Cash Amount (or portion thereof) shall be paid in its discretionfull by the Partnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Common Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Common Partnership Units, less than all of the Common Partnership Units held by such Partner. The Moreover, a Limited Partner may not exercise the Redemption Right more than once per calendar quarter, PROVIDED, HOWEVER, that the General Partner may amend this Section 7.4(a) to limit the number of exercises of the Redemption Right by the Limited Partners to not less than once per calendar year. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have no any right with respect to any Common Partnership Units so redeemed to receive any distributions paid after the Specified Redemption Date. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have any right, with respect to any Common Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of Each Redeeming Partner agrees to provide such Limited Partner pursuant to this Section 8.6(A)representations and related indemnities regarding good and unencumbered title, and to execute such Limited documents, as the General Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In may reasonably require in connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date Except as expressly provided for otherwise set forth in any separate agreement entered into between the Partnership and any a Limited PartnerPartner and subject to the terms and conditions set forth herein or therein, each holder on or after the date that is 14 months from the date of issuance of a Common Unit to a Limited Partner, such Limited Partner (if other than the General PartnerCompany or any Subsidiary of the Company) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Common Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal Limited Partner (such Common Units being hereafter referred to and as “Tendered Units”) in the form of exchange for the Cash Amount to be paid by Amount; unless the Partnership; provided that terms of this Agreement or a separate agreement entered into between the Partnership and the Holder of such Common Units shall have been outstanding for at least one year; providedexpressly provide that such Common Units are not entitled to the Redemption Right. The Partnership may, further, that in the General Partner’s sole and absolute discretion, following redeem Tendered Units at the direction and approval request of the Board Holder of Directors, may allow a holder to exercise its Redemption Right such Common Units prior to the end of the applicable 14 month period (or such other period as may be specified in any separate agreement entered into between the Partnership and a Limited Partner). Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the Holders of such Common Units, all Common Units being outstanding for one year in its discretionshall be entitled to the Redemption Right. The Tendering Partner (as defined below) shall have no right, with respect to any Common Units so redeemed, to receive any distributions with a Partnership Record Date on or after the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right (the “Redeeming Tendering Partner”); provided, however, that the Partnership . The Cash Amount shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to payable in accordance with instructions set forth in the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Tendering Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Common Units redeemed by the Partnership pursuant to this Section 8.6(A) 8.5A shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B and 8.6(C) 8.6.C hereof and at any time on or after such date date, if any, as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit Limited Partner (if other than the General PartnerCompany) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) 8.6.A shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its sole discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption pursuant a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to Section 8.6(B)withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. A holder under this Section 8.6(ALimited Partner (other than the Special Limited Partner or the Adviser) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.6(b) and 8.6(C8.6(c) hereof and at any time on or after the Automatic Conversion Date (but in no event earlier than the twelve (12) month anniversary of the date hereof) or such date date, if any, as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit Limited Partner (if other than the General PartnerCompany) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B8.6(b). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A8.6(a) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B and 8.6(C) hereof and at any time 8.6.C, on or after such the date as expressly provided for in any agreement entered into between one (1) year after the Partnership and any closing of the initial public offering of REIT Shares by the Gables Trust, each Limited Partner, each holder of a Common Unit (if other than the General Partner) , shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner (other than Series B Preferred Units which such Units shall have only those Redemption Rights set forth in Exhibit F, attached hereto) at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right (the “"Redeeming Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Gables Trust and/or the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an such Assignee on behalf of a holder in this Section 8.6(A)such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. (a) Subject to Sections 8.6(B8.6(b) and 8.6(C8.6(c) hereof and at any time on or after one year following the date of the initial issuance thereof (which, in the event of the transfer of a Common Unit, shall be deemed to be the date that such date as expressly provided Common Unit was issued to the original recipient thereof for in any agreement entered into between purposes of this Section 8.6), the Partnership and any Limited Partner, each holder of a Common Unit (if other than the General Partner) ), including any LTIP Units that are converted into Common Units, shall have the right right, (the “Redemption Right”) to require the Partnership to redeem redeem, on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Common Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B8.6(b). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Limited Partner. The Redeeming Partner shall have no right, right with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A8.6(a) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.6(b) and 8.6(C8.6(c) hereof and at any time on or after the later of (1) one year following the date on which the Company commences an ongoing private offering of REIT Shares and (2) one year following the date of the initial issuance thereof (which, in the event of the transfer of a Common Unit, shall be deemed to be the date that such date as expressly provided Common Unit was issued to the original recipient thereof for in any agreement entered into between purposes of this Section 8.6), the Partnership and any Limited Partner, each holder of a Common Unit (if other than the General Partner) ), including a holder of any LTIP Units that are converted into Common Units, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Common Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B8.6(b). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Limited Partner. The Redeeming Partner shall have no right, right with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A8.6(a) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B and 8.6(C) hereof and at any time 8.6.C, on or after such the date as expressly provided for in any agreement entered into between one (1) year after the Partnership and any closing of the initial public offering of REIT Shares by the Gables Trust, each Limited Partner, each holder of a Common Unit (if other than the General Partner) , shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right (the “"Redeeming Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Gables Trust and/or the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an such Assignee on behalf of a holder in this Section 8.6(A)such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner, after holding any Partnership Units (other than Class B Units) for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its sole discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser shall have the right to require the Partnership to redeem all or a portion of their Class I Units pursuant to this Section 8.6(B)8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class I Units of the Special Limited Partner or the Adviser for Class I REIT Shares or the Cash Amount (at the Adviser’s or Special Limited Partner’s election) unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class I Units will be redeemed for an amount of Class I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class I Units. A holder under this Section 8.6(A) Limited Partner other than the Special Limited Partner and the Adviser may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B7.04(b) through (g), and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them and any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Partner (in its capacity as the holder of Limited Partnership Interests), shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) have been held by such holder Limited Partner for at least one year (or such lesser time as determined by the General Partner in its sole and absolute discretion) at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, however, that the Partnership shall, in its sole and absolute discretion, have the option to satisfy the Redemption Right by delivering to the Redeeming Limited Partner either the Cash Amount or the REIT Shares Amount, provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B)Redemption. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.6(C8.5(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner, each holder of a Common Unit (if other than the General Partner) shall , shall, after holding their Partnership Units for at least one year, have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the Partnership Units (other than Special Units), held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares having the same Class designation as the Partnership Units subject to the Redemption Right, issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Partnership Units constitute Common (the “Tendered Units”) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Notwithstanding the foregoing, however, that the Special OP Unitholders and the Advisor shall have the right to require the Partnership shall not be obligated to satisfy such Redemption Right if redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the Operating Partnership elects to purchase period the Partnership Units subject have been held by the Special OP Unitholders or the Advisor. The Partnership shall redeem any such Partnership Units of the Special OP Unitholders or the Advisor for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the Notice aggregate NAV of such Partnership Units. No Limited Partner, other than the Special OP Unitholders and the Advisor, may deliver more than two Notices of Redemption pursuant to Section 8.6(B)during each calendar year. A holder under this Section 8.6(A) Limited Partner other than the Special OP Unitholders and the Advisor may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at a redemption price equal to and in the form of exchange for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its discretionsole discretion (a “Redemption Right”). The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided, however, that . A Tendering Party shall be deemed to have offered to sell the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Tendered Units subject to 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 Tendered Units by paying to the Tendering Party either the Cash Amount or the REIT Shares Amount. Within 15 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount or partially for REIT Shares and partially for a Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser (or in the case of Partnership Units received in consideration for management fees, the Quarterly Allocation or the Year-End Allocation, the assignees of the Special Limited Partner and the Adviser) shall have the right to require the Partnership to redeem all or a portion of their Class E Units or Class I Units pursuant to this Section 8.6(B8.5 at any time irrespective of the period such Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class E Units or Class I Units of the Special Limited Partner or the Adviser for Class E REIT Shares or Class I REIT Shares or the Cash Amount (at the Adviser’s or Special Limited Partner’s election) unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class E Units or Class I Units will be redeemed for an amount of Class E REIT Shares or Class I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Partnership Units (subject to the satisfaction of the restrictions set forth in Section 8.5(c) and Section 8.5(e)). No Limited Partner, other than the Special Limited Partner and the Adviser, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Special Limited Partner and the Adviser, may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject At any time from and after one year from the date hereof or at such other time as agreed in writing by any Limited Partner and the General Partner, and subject to Sections 8.6(B) 8.6.B, 8.6.C and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any 8.6.D, each Limited Partner, each holder of a Common Unit (if other than the General Partner) , shall have the right (the “Redemption Right”"REDEMPTION RIGHT") to require the Partnership to redeem or caused to be redeemed on a Specified Redemption Date specified redemption date (which date shall be no less than five (5) Business Days after the receipt by the General Partner of a Notice of Redemption) all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that or a designee chosen by the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its sole discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B"REDEEMING PARTNER"). A holder under this Section 8.6(A) The foregoing notwithstanding, a Limited Partner may not exercise the Redemption Right for in respect of Partnership Units with an aggregate value less than 1,000 Partnership Units at any one time $25,000 or, if such holder Limited Partner holds less than 1,000 that amount of Partnership Units, all of the Partnership Units held by such Limited Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after (i) the Specified Redemption Date. The Assignee date of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound receipt by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf General Partner of a holder in this Section 8.6(A), the Cash Amount shall be paid by Notice of Redemption with respect to the Partnership directly Units to such Assignee and not to such holder. Any Partnership Units be redeemed by the Partnership or (ii) in the case of a deemed exercise of the Redemption Right pursuant to this Section 8.6(A) shall be cancelled upon 8.6.C, the date of the redemption of the subject Limited Partner's Partnership Units), or, in each case if such redemptiondate is not a Business Day, the first Business Day thereafter.

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any 8.6.C, each Limited Partner, each holder of a Common Unit (if other than the General Partner) , shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right (the “"Redeeming Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any Partnership distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an such Assignee on behalf of a holder in this Section 8.6(A)such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner and Initial Limited Partner) , after holding any Partnership Units for a period of at least twelve full months, shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for the Cash Amount to be paid payable on, or, if determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Initial Limited Partner in its sole discretion, REIT Shares issuable on, the Specified Redemption Date. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Initial Limited Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption pursuant a response stating whether the Initial Limited Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount, or partially for REIT Shares and partially for a Cash Amount. In either case, the Limited Partner shall be entitled to Section 8.6(B)withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(BSection 7.4(b) and 8.6(C) hereof Section 7.4(c), and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners, each Limited Partner, each holder of a Common Unit (if other than the General Ashford OP Limited Partner) , LLC, shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the . The Partnership Units shall have been outstanding for at least up to one year; provided(1) year (the "Payout Period") following exercise of a Redemption Right to pay the Cash Amount to the Limited Partner who is exercising the redemption right (the "Redeeming Partner"). From and after the Specified Redemption Date, further, that the General Cash Amount (or portion thereof) due and payable to a Redeeming Partner with respect to such Redeeming Partner, following the direction and approval 's exercise of the Board of Directors, may allow a holder to exercise its Redemption Right prior shall bear interest at the rate equal to the lower of (i) the Company's annual dividend rate on REIT Common Units being outstanding Shares for one year the prior twelve (12) month period, or (ii) eight percent (8%) per annum, until the Cash Amount (or portion thereof) shall be paid in its discretionfull by the Partnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Common Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Common Partnership Units, all of the Common Partnership Units held by such Partner. The Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have no any right with respect to any Common Partnership Units so redeemed to receive any distributions paid after the Specified Redemption Date. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have any right, with respect to any Common Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of Each Redeeming Partner agrees to provide such Limited Partner pursuant to this Section 8.6(A)representations and related indemnities regarding good and unencumbered title, and to execute such Limited documents, as the General Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In may reasonably require in connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.6(C8.5(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner, after holding Class E Partnership Units (which include, for purposes of this Section 8.5, Partnership Units that were unclassified in the Prior Agreement) for at least one year, shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the Class E Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Class E Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption pursuant a response stating whether the General Partner has determined the applicable Class E Partnership Units will be redeemed for Class E REIT shares or the Cash Amount. In either case, the Limited Partner shall be entitled to Section 8.6(B)withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Class E Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Class E Partnership Units, all of the Class E Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Class E Partnership Units so redeemed, to receive any distributions distribution paid with respect to Class E Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at a redemption price equal to and in the form of exchange for REIT Shares issuable on, or the Cash Amount to be paid payable on, or any combination thereof, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its discretionsole discretion (a “Redemption Right”). The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided, however, that . A Tendering Party shall be deemed to have offered to sell the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Tendered Units subject to 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 Tendered Units by paying to the Tendering Party either the Cash Amount or the REIT Shares Amount. Within 15 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount, or a combination thereof. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser (or in the case of Partnership Units received in consideration for management fees, the Performance Allocation, the assignees of the Special Limited Partner and the Adviser) shall have the right to require the Partnership to redeem all or a portion of their Class E Units or Class I Units pursuant to this Section 8.6(B8.5 at any time irrespective of the period such Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class E Units or Class I Units of the Special Limited Partner or the Adviser for Class E REIT Shares or Class I REIT Shares or the Cash Amount (at the Adviser’s or Special Limited Partner’s election) unless the Board of Directors of the General Partner determines that any such Redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class E Units or Class I Units will be redeemed for an amount of Class E REIT Shares or Class I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Partnership Units (subject to the satisfaction of the restrictions set forth in Section 8.5(c) and Section 8.5(e)). No Limited Partner, other than the Special Limited Partner and the Adviser, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Special Limited Partner and the Adviser, may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.41

Redemption Right. A. (a) Subject to Sections 8.6(BSection 7.4(b) and 8.6(C) hereof Section 7.4(c), and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners, each Limited Partner, each holder of a Common Unit (if other than the General Ashford OP Limited Partner) , LLC, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the . The Partnership Units shall have been outstanding for at least up to one year; provided(1) year (the “Payout Period”) following exercise of a Redemption Right to pay the Cash Amount to the Limited Partner who is exercising the redemption right (the “Redeeming Partner”). From and after the Specified Redemption Date, further, that the General Cash Amount (or portion thereof) due and payable to a Redeeming Partner with respect to such Redeeming Partner, following the direction and approval ’s exercise of the Board of Directors, may allow a holder to exercise its Redemption Right prior shall bear interest at the rate equal to the lower of (i) the Company’s annual dividend rate on REIT Common Units being outstanding Shares for one year the prior twelve (12) month period, or (ii) eight percent (8%) per annum, until the Cash Amount (or portion thereof) shall be paid in its discretionfull by the Partnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Common Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Common Partnership Units, all of the Common Partnership Units held by such Partner. The Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have no any right with respect to any Common Partnership Units so redeemed to receive any distributions paid after the Specified Redemption Date. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have any right, with respect to any Common Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of Each Redeeming Partner agrees to provide such Limited Partner pursuant to this Section 8.6(A)representations and related indemnities regarding good and unencumbered title, and to execute such Limited documents, as the General Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In may reasonably require in connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B and 8.6(C) hereof and at any time 8.6.C hereof, on or after such the date as expressly provided for in any agreement entered into between one (1) year after the Partnership and any Limited Partnerclosing of the initial public offering of REIT Shares by the Company, each holder of a Common Unit Limited Partner (if other than the General PartnerCompany) shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right (the “"Redeeming Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. (a) Subject to Sections 8.6(BSection 8.5(c) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited PartnerSection 9.8, each holder Limited Partner who holds Common Partnership Units (including Limited Partners who have obtained Common Partnership Units through the exercise of a Common Unit (conversion rights, if any, applicable to their Preferred Partnership Units), other than the General Partner) , shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date to either (i) redeem all or a portion of the Common Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form Cash Amount or (ii) to exchange all or a portion of the Cash Amount to be paid by the Partnership; provided that the Common Partnership Units shall have been outstanding held by such Limited Partner for REIT Shares at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior ratio equal to the Common Units being outstanding for one year in its discretionConversion Factor. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right Redemption Right (the “"Redeeming Partner”"); provided, however, provided that the Partnership shall not no more than two (2) Notices of Redemption from any single Limited Partner may be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject delivered to the Notice of Redemption pursuant to Section 8.6(B)General Partner during each calendar year. A holder under this Section 8.6(A) No such Limited Partner may not exercise the Redemption Right for less than 1,000 five hundred (500) Common Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 five hundred (500) Common Partnership Units, all of the Common Partnership Units held by such Limited Partner. The Redeeming Partner shall have no right, with respect to any Common Partnership Units so redeemed, to receive any distributions distribution paid with respect to Common Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise Notwithstanding the rights of preceding sentence to the contrary, if the Partnership or the General Partner elects under Section 8.5(c) to extend the payment date for the Cash Amount, then to the extent a Partnership Record Date occurs between the Specified Redemption Date and the date such Limited Partner pursuant to this Section 8.6(A)Cash Amount is paid, and such Limited the Redeeming Partner shall be deemed to have assigned such rights receive the distribution relating to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection Partnership Record Date with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly respect to such Assignee and not to such holder. Any Common Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionbeing redeemed.

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partner8.6.C hereof, each holder of a Common Unit Limited Partner (if other than the General Partner) shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “"Redeeming Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time Units, or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year, shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its sole discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Advisor shall have the right to require the Partnership to redeem all or a portion of their Class I Units pursuant to this Section 8.6(B)8.5 at any time irrespective of the period the Class I Units have been held by the Special Limited Partner or the Advisor. The Partnership shall redeem any such Class I Units of the Special Limited Partner or the Advisor for the Cash Amount unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class I Units will be redeemed for an amount of Class I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class I Units. No Limited Partner, other than the Special Limited Partner and the Advisor, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner other than the Special Limited Partner and the Advisor may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b), 8.04(c), 8.04(d), 8.04(e) and 8.6(C8.04(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them and any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner or Partnership, each Limited Partner, each holder of a Common Unit (if other than the General Partner) , shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) have been held by such holder Limited Partner for at least one year at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, however, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the REIT Shares Amount; provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership General Partner elects to purchase the Partnership Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant during each calendar year. Subject to Section 8.6(B). A holder under this Section 8.6(A) the immediately succeeding sentence, a Limited Partner may not not, without the consent of the General Partner, exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Units. If a Limited Partner holds less than 1,000 Partnership Units, such Limited Partner may, without the consent of the General Partner, exercise the Redemption Right for all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee Redemption Right of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such each Limited Partner shall be deemed in addition to have assigned such rights to such Assignee the Change of Control Redemption Right and shall be bound by none of the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder limitations set forth in this Section 8.6(ASections 8.04(b), 8.04(c), 8.04(d) and 8.04(f) shall apply to or limit the Cash Amount shall be paid by obligations of the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by or the Partnership pursuant to this rights of the Limited Partners under Section 8.6(A) shall be cancelled upon such redemption7.01(e).

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B and 8.6(C) 8.6.C hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and one or more Limited Partners, at any time following an IPO Event and after the first anniversary date of the issuance of a Partnership Unit to a Limited Partner pursuant to Article 4 hereof (or such other date as may be mutually agreed upon by the General Partner and a Limited Partner), each holder of a Common Unit Limited Partner (if other than the General PartnerCompany or its wholly-owned Subsidiaries) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Common Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Common Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Common Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership one thousand (1,000) Common Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership one thousand (1,000) Common Units, all of the Partnership Common Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Common Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year, shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership the “Tendered Units”) in exchange (a “Redemption Right”) for the Cash Amount payable on the Specified Redemption Date. Notwithstanding the foregoing, the General Partner shall have the right but not the obligation, in its sole discretion, to elect to acquire any Tendered Units constitute Common Units) held by such holder at in exchange for a redemption price number of REIT Shares equal to and the amount of such Tendered Units, in which case such REIT Shares shall be paid to the form holder of such Tendered Units in lieu of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionAmount. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for the Cash Amount or acquired for REIT Shares. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser shall have the right to require the Partnership to redeem all or a portion of their Class E Units pursuant to this Section 8.6(B)8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class E Units of the Special Limited Partner or the Adviser for the Cash Amount unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class E Units will be redeemed for an amount of Class E REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class E Units. No Limited Partner, other than the Special Limited Partner and the Adviser, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner other than the Special Limited Partner and the Adviser may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(BSection 8.04(c) and 8.6(C) hereof and at any time on or after such date as expressly provided for in the provisions of any agreement entered into between the Partnership and one or more Limited Partners, beginning on the date that is twelve months after the date of issuance of any Limited PartnerCommon Units (including any Common Units that are issued upon the conversion of LTIP Units), each holder of a Common Unit Limited Partner (if other than the General Partner, Parent REIT or any Subsidiary of the General Partner or Parent REIT) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership such Limited Partner’s Common Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionAmount. The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Partnership (with a copy to the General PartnerParent REIT) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, howeverand such notice shall be irrevocable unless otherwise agreed upon by the General Partner. In such event, that the Partnership shall deliver the Cash Amount to the Redeeming Limited Partner. Notwithstanding the foregoing, the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Parent REIT elects to purchase the Partnership Common Units subject to the Notice of Redemption pursuant to Section 8.6(B)8.04(b) hereof. No Limited Partner may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the General Partner. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership one thousand (1,000) Common Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership one thousand (1,000) Common Units, all of the Partnership Common Units held by such Limited Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Common Units so redeemed, to receive any distributions distribution paid with respect to Common Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date Except as expressly provided for otherwise set forth in any separate agreement entered into between the Partnership and any a Limited PartnerPartner and subject to the terms and conditions set forth herein or therein, each holder on or after the date that is 15 months from the date of issuance of a Common Unit to a Limited Partner, such Limited Partner (if other than the General PartnerCompany or any Subsidiary of the Company) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Common Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal Limited Partner (such Common Units being hereafter referred to and as “Tendered Units”) in the form of exchange for the Cash Amount to be paid by Amount; unless the Partnership; provided that terms of this Agreement or a separate agreement entered into between the Partnership and the Holder of such Common Units shall have been outstanding for at least one year; providedexpressly provide that such Common Units are not entitled to the Redemption Right. The Partnership may, further, that in the General Partner’s sole and absolute discretion, following redeem Tendered Units at the direction and approval request of the Board Holder of Directors, may allow a holder to exercise its Redemption Right such Common Units prior to the end of the applicable 15 month period (or such other period as may be specified in any separate agreement entered into between the Partnership and a Limited Partner). Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the Holders of such Common Units, all Common Units being outstanding for one year in its discretionshall be entitled to the Redemption Right. The Tendering Partner (as defined below) shall have no right, with respect to any Common Units so redeemed, to receive any distributions with a Partnership Record Date on or after the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right (the “Redeeming Tendering Partner”); provided, however, that the Partnership . The Cash Amount shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to payable in accordance with instructions set forth in the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Tendering Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Common Units redeemed by the Partnership pursuant to this Section 8.6(A) 8.5A shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(BSection 7.4(b) and 8.6(C) hereof Section 7.4(c), and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Stirling OP Limited Partner LLC, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner (the “Redeeming Partner”) at a redemption price per Common Partnership Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that Partnership on the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Specified Redemption Right prior to the Common Units being outstanding for one year in its discretionDate. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) Limited Partner, other than the Special Limited Partner and the Advisor, may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Common Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Common Partnership Units, all of the Common Partnership Units held by such Partner. The Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have no any right, with respect to any Common Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption DateDate except as provided in Section 7.4(b). The Assignee of Each Redeeming Partner agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the General Partner may reasonably require in connection with any holder herein may exercise redemption. Notwithstanding the rights of such foregoing, the Special Limited Partner and the Advisor shall have the right to require the Partnership to redeem all or a portion of their Class E Units pursuant to this Section 8.6(A), and such 7.4 at any time irrespective of the period the Class E Units have been held by the Special Limited Partner or the Advisor. The Partnership shall be deemed to have assigned redeem any such rights to such Assignee and shall be bound by Class E Units of the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), Special Limited Partner or the Advisor for the Cash Amount shall or the REIT Common Shares Amount unless the General Partner determines that any such redemption for cash would be paid prohibited by applicable law or this Agreement, in which case such Class E Units will be redeemed for the Partnership directly to such Assignee REIT Common Shares Amount. No Limited Partner, other than the Special Limited Partner and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionAdvisor, may deliver more than two Notices of Redemption during each calendar year.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year, shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its sole discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser shall have the right to require the Partnership to redeem all or a portion of their Class I Units pursuant to this Section 8.6(B)8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class I Units of the Special Limited Partner or the Adviser for the Cash Amount unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class I Units will be redeemed for an amount of Class I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class I Units. No Limited Partner, other than the Special Limited Partner and the Adviser, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner other than the Special Limited Partner and the Adviser may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.4 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at a redemption price equal to and in the form of exchange for REIT Shares issuable on, or the Cash Amount to be paid payable on, or any combination thereof, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its discretionsole discretion (a “Redemption Right”). The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount, or any combination thereof. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser (or in the case of Partnership Units received in consideration for management fees, the Performance Allocation, the assignees of the Special Limited Partner and the Adviser) shall have the right to require the Partnership to redeem all or a portion of their Class E Units pursuant to this Section 8.6(B8.4 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser (or assignees of the Special Limited Partner or the Adviser, as the case may be). The Partnership shall redeem any such Class E Units of the Special Limited Partner or the Adviser (or assignees of the Special Limited Partner or the Adviser, as the case may be) for Class E REIT Shares or the Cash Amount (at the Adviser’s or the Special Limited Partner’s election) unless the General Partner determines that any such Redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class E Units will be redeemed for an amount of Class E REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class E Units. No Limited Partner, other than the Special Limited Partner and the Adviser, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Special Limited Partner and the Adviser, may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b), 8.04(c), 8.04(d), 8.04(e) and 8.6(C8.04(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Company, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; , provided that the such Partnership Units shall have been outstanding for at least one year; provided, further, that and subject to any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, following Partner or the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionPartnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, howeverfurther, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the REIT Shares Amount; provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant during each calendar year. Subject to Section 8.6(B). A holder under this Section 8.6(A) the immediately succeeding sentence, a Limited Partner may not not, without the consent of the General Partner, exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Units. If a Limited Partner holds less than 1,000 Partnership Units, such Limited Partner may, without the consent of the General Partner, exercise the Redemption Right for all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at a redemption price equal to and in the form of exchange for REIT Shares issuable on, or the Cash Amount to be paid payable on, or any combination thereof, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its discretionsole discretion (a “Redemption Right”). The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided, however, that . A Tendering Party shall be deemed to have offered to sell the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Tendered Units subject to 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 Tendered Units by paying to the Tendering Party either the Cash Amount or the REIT Shares Amount. Within 15 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount, or a combination thereof. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser (or in the case of Partnership Units received in consideration for management fees, the Performance Allocation, the assignees of the Special Limited Partner and the Adviser) shall have the right to require the Partnership to redeem all or a portion of their Class E Units or Class I Units pursuant to this Section 8.6(B8.5 at any time irrespective of the period such Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class E Units or Class I Units of the Special Limited Partner or the Adviser for Class E REIT Shares or Class I REIT Shares or the Cash Amount (at the Adviser’s or Special Limited Partner’s election) unless the Board of Directors of the General Partner determines that any such Redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class E Units or Class I Units will be redeemed for an amount of Class E REIT Shares or Class I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Partnership Units (subject to the satisfaction of the restrictions set forth in Section 8.5(c) and Section 8.5(e)). No Limited Partner, other than the Special Limited Partner and the Adviser, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Special Limited Partner and the Adviser, may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. I. Subject to Sections 8.6(B) 8.6.B and 8.6(C) 8.6.C hereof and at any time on or after such date date, if any, as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit Limited Partner (if other than the General PartnerCompany) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) 8.6.A shall be cancelled upon such redemption.

Redemption Right. A. (ccc) Subject to Sections 8.6(B8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.6(C8.5(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Class or Series of Partnership Units for at least one year (such Partnership Units, “Eligible Units”), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the Partnership Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class T REIT Shares (with respect to Eligible Units that are Series 1, Series 2, or Series 3 Class T Units), Class D REIT Shares (with respect to Eligible Units that are Series 1 or Series 2 Class D Units) or Class I REIT Shares (with respect to Eligible Units that are Class I Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Partnership Eligible Units constitute Common (the “Tendered Units”) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 30 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special OP Unitholders, the Advisor and any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.6(B)8.5 at any time irrespective of the period the Partnership Units have been held by such Limited Partner. The Partnership shall redeem any Partnership Units of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. ​ No Limited Partner, other than the Sponsor Parties, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Sponsor Parties, may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) 4.2.C.3 and 8.6(C) hereof and at any time 8.6.C, on or after such the date as expressly provided for in any agreement entered into between one (1) year after the Partnership and any closing of the initial public offering of REIT Shares by the General Partner, each Limited Partner, each holder of a Common Unit (if other than the General Partner) , shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Class A Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right (the “"Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B"). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership one thousand (1,000) Class A Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership one thousand (1,000) Class A Units, all of the Partnership Class A Units held by such Limited Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Limited Partner's Assignee. In connection with any exercise of such rights by an such Assignee on behalf of a holder in this Section 8.6(A)such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at a redemption price equal to and in the form of exchange for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its discretionsole discretion (a “Redemption Right”). The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Advisor (or in the case of the Partnership Units received in consideration for management fees or the Performance Allocation, the assignees of the Special Limited Partner or the Advisor) shall have the right to require the Partnership to redeem all or a portion of their Class P Units, Class I Units, or other Partnership Units, as applicable, pursuant to this Section 8.6(B8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser or their respective assignees. The Partnership shall redeem any such Partnership Units of the Special Limited Partner or the Advisor for equivalent class REIT Shares or the Cash Amount (at the Adviser’s or Special Limited Partner’s election) unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of the equivalent class REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Partnership Units (subject to the satisfaction of the restrictions set forth in Section 8.5(c) and Section 8.5(e)). Notwithstanding the foregoing, the redemption of any Partnership Units by the Special Limited Partner or its assignee received in connection with the Performance Allocation will be subject to the limits set forth in the General Partner’s share repurchase plan as if such Partnership Units were REIT Shares; provided that such Partnership Units will not be subject to the Early Repurchase Deduction (as defined therein). A holder under this Section 8.6(A) Limited Partner other than the Special Limited Partner and the Advisor may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject (a) On or after the date that is one year from the date of the issuance of an OP Unit or Units to a Limited Partner, subject to Sections 8.6(B8.6(b) and 8.6(C8.6(c) hereof and at any time on or after such date as expressly provided for in any separate agreement entered into between the Partnership and any a Limited Partner, each holder of a Common Unit (if other than the General Partner) such Limited Partner shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership OP Units (provided provided, that such Partnership OP Units constitute Common Units) held by such holder Limited Partner at a redemption price per OP Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units foregoing limitation shall have been outstanding for at least one year; provided, further, that not affect the General Limited Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion’s rights under Section 11.2(b) hereof. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership STAG REIT elects to purchase the Partnership OP Units subject to the Notice of Redemption pursuant to Section 8.6(B8.6(b). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership one thousand (1,000) OP Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership one thousand (1,000) OP Units, all of the Partnership OP Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership OP Units so redeemed, to receive any distributions paid with a Partnership Record Date on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership OP Units redeemed by the Partnership pursuant to this Section 8.6(A8.6(a) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.6(C8.5(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner, each holder of a Common Unit (if other than the General Partner) shall , shall, after holding their Partnership Units for at least one year, have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares having the same Class designation as the Partnership Units subject to the Redemption Right, issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Partnership Units constitute Common (the “Tendered Units”) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Notwithstanding the foregoing, howeverthe Special OP Unitholders, that the Advisor, any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (each, a “Special Transferee” and, collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership shall not be obligated to satisfy such Redemption Right if redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the Operating Partnership elects to purchase period the Partnership Units subject have been held by such Limited Partner. The Partnership shall redeem any such Partnership Units of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the Notice aggregate NAV of such Partnership Units. No Limited Partner, other than the Sponsor Parties, may deliver more than two Notices of Redemption pursuant to Section 8.6(B)during each calendar year. A holder under this Section 8.6(A) Limited Partner other than the Sponsor Parties may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit (if other than the General Partner) ), including a holder of any LTIP Units that are converted into Common Units, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b), 8.04(c), 8.04(d), 8.04(e) and 8.6(C) hereof 8.04(f), and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them and any restriction agreed to in writing between the Redeeming Limited Partner and the Company or the General Partner, each Limited Partner, each holder of a Common Unit (if other than the Company or the General Partner) , shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) have been held by such holder Limited Partner for at least one year (or such lesser time as determined by the General Partner in its sole and absolute discretion) at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption (a form of which as attached as Exhibit C) delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant to Section 8.6(B)during each calendar year. A holder under this Section 8.6(A) Without the consent of the General Partner, a Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date Except as expressly provided for otherwise set forth in any separate agreement entered into between the Partnership and any a Limited PartnerPartner and subject to the terms and conditions set forth herein or therein (including Section 11.3.E), each holder on or after the date that is one (1) year after the later of (i) the date hereof and (ii) the date of the issuance of a Common Unit to a Limited Partner pursuant to Article 4 hereof), such Limited Partner (if other than the General PartnerCompany or any Subsidiary of the Company) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Common Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal Limited Partner (such Common Units being hereafter referred to and as “Tendered Units”) in the form of exchange for the Cash Amount to be paid by Amount; unless the Partnership; provided that terms of this Agreement or a separate agreement entered into between the Partnership and the Holder of such Common Units shall have been outstanding for at least one year; providedexpressly provide that such Common Units are not entitled to the Redemption Right. The Partnership may, further, that in the General Partner’s sole and absolute discretion, following redeem Tendered Units at the direction and approval request of the Board Holder of Directors, may allow a holder to exercise its Redemption Right such Common Units prior to the end of the applicable one (1) year period (or such other period as may be specified in any separate agreement entered into between the Partnership and a Limited Partner). Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the Holders of such Common Units, all Common Units being outstanding for one year in its discretionshall be entitled to the Redemption Right. The Tendering Partner (as defined below) shall have no right, with respect to any Common Units so redeemed, to receive any distributions with a Partnership Record Date on or after the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right (the “Redeeming Tendering Partner”). The Cash Amount shall be payable in accordance with instructions set forth in the Notice of Redemption to the Tendering Partner on the Specified Redemption Date; provided, however, that the Partnership shall not be obligated General Partner may elect to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after cause the Specified Redemption DateDate to be delayed for up to an additional 180 days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. The Assignee of any holder herein may exercise Notwithstanding the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)foregoing, the Cash Amount shall be paid by General Partner agrees to use its commercially reasonable efforts to cause the Partnership directly closing of the acquisition of Tendered Units hereunder to such Assignee and not to such holderoccur as quickly as reasonably possible. Any Partnership Common Units redeemed by the Partnership pursuant to this Section 8.6(A) 8.5A shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B and 8.6(C) 8.6.C hereof and at any time on or after such date date, if any, as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit Limited Partner (if other than the General PartnerCompany) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) 8.6.A shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.6(b) and 8.6(C) hereof and at any time 8.6(c), on or after such the date as expressly provided for that is six (6) months following the issuance of a Partnership Unit to a Limited Partner (but in any agreement entered into between case, following the Partnership and any date of the completion of the Initial Public Offering), such Limited Partner, each holder of a Common Unit Partner (if other than the General PartnerCompany) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the such Partnership Units Unit (provided that such Partnership Units constitute Unit constitutes a Common UnitsUnit) held by such holder at a redemption price per Partnership Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B8.6(b). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A8.6(a) shall be cancelled upon such redemption.

Redemption Right. A. Subject If the Rio Tinto Members own, in the aggregate, less than five percent (5%) (subject to Sections 8.6(Badjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between of the Partnership and any Limited PartnerInitial Units, each holder of a Common Unit (if other than the General Partner) Company shall have the right to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the “"CPE Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price to be paid by the Company equal to and in the form of the Cash Amount Settlement. The Company shall exercise such right by giving written notice (the "CPE Redemption Notice") to be paid the Rio Tinto Members with a copy to CPE. The CPE Redemption Notice shall state that the Company intends to acquire by redemption all of the Common Membership Units held by the Partnership; provided that Rio Tinto Members (the Partnership Units "CPE Redeemed Units") and shall have been outstanding for at least one year; providedspecify a date, further, that the General Partner, following the direction and approval which is not more than sixty (60) Business Days after delivery of the Board CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The CPE Redemption Right shall be exercised pursuant to a Notice completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of Redemption delivered the Company with respect to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such CPE Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B8.3(b). A holder , then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.6(A8.3(a) may not exercise and (z) revise Exhibit A accordingly to reflect the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all cancellation of the Partnership CPE Redeemed Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A8.3(a), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b) through (g), and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them and any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, each Limited Partner, each holder of a Common Unit (if other than the Company or the General Partner) , shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) have been held by such holder Limited Partner for at least one year (or such lesser time as determined by the General Partner in its sole and absolute discretion) at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, however, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the REIT Shares Amount, provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B)Redemption. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.6(b) and 8.6(C8.6(c) hereof and at any time on or after such date date, if any, as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit Limited Partner (if other than the General PartnerCompany) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B8.6(b). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A8.6(a) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least two years (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its sole discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 business days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, but subject to the subsequent sentence, the Special Limited Partner and the Advisor shall have the right to require the Partnership to redeem all or a portion of their Class I Units pursuant to this Section 8.6(B8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Advisor. The Partnership shall redeem any such Class I Units of the Special Limited Partner or the Advisor for Class I REIT Shares or the Cash Amount (at the Advisor’s or Special Limited Partner’s election), unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class I Units will be redeemed for an amount of Class I REIT Shares in accordance with Section 8.5(b) hereof. A holder under this Section 8.6(ALimited Partner (other than the Special Limited Partner or the Advisor) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) 3.2.B and 8.6(C) hereof and at 3.2.C hereof, upon the expiration of the Holding Period applicable to any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited PartnerUnit, each holder of a an LP Common Unit (if other than the General Partner) Unit, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of such LP Common Unit (the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder at a "Redemption Right"). The redemption price equal to and in the form of for such Unit shall be the Cash Amount to Amount, which shall be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “"Redeeming Partner”)") setting forth the number of LP Common Units to be redeemed; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership General Partner elects to purchase the Partnership such LP Common Units subject to the Notice of Redemption pursuant to Section 8.6(B)3.2.B hereof. A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all Effective as of the Partnership Units held by such Partner. The Specified Redemption Date, the Redeeming Partner shall have no right, not receive any dividends or distributions with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Datesuch LP Common Unit. The Assignee Transferee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)3.2, and such Limited Partner shall be deemed to have assigned such rights to such Assignee Transferee and shall be bound by the exercise of such rights by such AssigneeTransferee. In connection with any exercise of such rights by an Assignee such Transferee on behalf of a holder in this Section 8.6(A)such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee Transferee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b), (c), (d), (e), (f), (g) and 8.6(C(h) hereof hereof, and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partnerpenultimate sentence of this Section 8.04(a), each holder of a Common Unit (if other than the General Partner) Limited Partner shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Class C Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; , provided that the Partnership such Class C Units shall have been outstanding for at least one yearyear (or such lesser time as determined by the General Partner in its sole and absolute discretion), excluding the period that any Partnership Units that were converted into such Class C Units in accordance with the Merger Agreement were outstanding (the “Restricted Period”), and subject to any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner. Notwithstanding the foregoing, each of the Limited Partners shall be permitted to exercise their Redemption Rights prior to the expiration of the Restricted Period (but in no event shall a Notice of Redemption be delivered prior to March 1, 2015); provided, further, that (i) the General Partner, following the direction aggregate number of Class C Units with respect to which each initial Limited Partner (and approval of the Board of Directors, may allow a holder its permitted transferees) shall be permitted to exercise its Redemption Right Rights prior to the Common expiration of the Restricted Period shall not exceed, in the aggregate for any such Limited Partner and its permitted transferees, fifty percent (50%) of the outstanding Class C Units being held by such Limited Partner as of immediately following the Partnership Merger (for the avoidance of doubt, after giving effect to any redemption or deemed redemption of Class C Units that occurs on the Closing Date) (and, for the avoidance of doubt, the aggregate number of Class C Units with respect to which all Limited Partners shall be permitted to exercise their Redemption Rights prior to the expiration of the Restricted Period shall not exceed, in the aggregate for all such Limited Partners, fifty percent (50%) of the outstanding Class C Units held by all Limited Partners, in the aggregate, as of immediately following the Partnership Merger (for one year the avoidance of doubt, after giving effect to any redemption or deemed redemption of Class C Units that occurs on the Closing Date)), and (ii) subject to the limitation set forth in its discretionthe preceding clause (i), the Partnership agrees to redeem any Redeemed Units as to which the Limited Partners shall exercise their Redemption Rights prior to the the expiration of the Restricted Period by delivering the Cash Amount and not the Ventas Share Amount in exchange for each Redeemed Unit. The Redemption Right shall be exercised pursuant to a Notice of Exercise of Redemption Right in substantially the form attached hereto as Exhibit A (the Class C Units subject of the Notice of Exercise of Redemption Right, the “Redeemed Units”) delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, however, that, subject to the preceding sentence, the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the Ventas Share Amount; provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership General Partner or Ventas elects to purchase the Partnership Units subject to the Notice Redeemed Units; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant to Section 8.6(B)during each calendar year. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time thousand (1,000) Class C Units, in the aggregate, or, if such holder Limited Partner holds less than 1,000 Partnership one thousand (1,000) Class C Units, in the aggregate, all of the Partnership Class C Units held by such Limited Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemedRedeemed Units, to receive any distributions distribution paid with respect to such Redeemed Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b), 8.04(c), 8.04(d), 8.04(e) and 8.6(C8.04(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Company, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; , provided that the such Partnership Units shall have been outstanding for at least one year; provided, further, that and subject to any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, following Partner or the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionPartnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, howeverfurther, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the REIT Shares Amount; provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant during each calendar year. Subject to Section 8.6(B). A holder under this Section 8.6(A) the immediately succeeding sentence, a Limited Partner may not not, without the consent of the General Partner, exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Units. If a Limited Partner holds less than 1,000 Partnership Units, such Limited Partner may, without the consent of the General Partner, exercise the Redemption Right for all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee LTIP Unit Limited Partners shall not be entitled to redeem their LTIP Units provided for in Section 8.04 of any holder herein may exercise this Agreement, unless and until such LTIP Units have been converted into Common Units. Notwithstanding the rights of such Limited Partner foregoing, and except as otherwise permitted by the award, plan or other agreement pursuant to this Section 8.6(A)which an LTIP Unit was issued, and such Limited Partner the right to redeem shall not be deemed exercisable with respect to have assigned such rights any Common Unit issued upon conversion of an LTIP Unit until two years after the date on which the LTIP Unit was issued, provided however, that the foregoing restriction shall not apply if the right to such Assignee and shall be bound redeem is exercised by the exercise of such rights by such Assignee. In an LTIP Unit holder in connection with any exercise of such rights by an Assignee on behalf a transaction that falls within the definition of a holder in this Section 8.6(A), “change of control” under the Cash Amount shall be paid by agreement or agreements pursuant to which the Partnership directly to such Assignee and not LTIP Units were issued to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) the provisions of this Section 9.04 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Company, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; , provided that the such Partnership Units shall have been outstanding for at least one year; providedtwo years, further, that and subject to any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, however, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the REIT Shares Amount upon such redemption; provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership General Partner elects to purchase the Partnership Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant to Section 8.6(B)during each calendar year. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B, 8.6.C and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partner15.15 hereof, each holder of a Common Unit Limited Partner (if other than the General PartnerCompany) shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Common Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right (the “"Redeeming Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Common Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership one thousand (1,000) Common Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership one thousand (1,000) Common Units, all of the Partnership Common Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Common Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date Except as expressly provided for otherwise set forth in any separate agreement entered into between the Partnership and any a Limited PartnerPartner and subject to the terms and conditions set forth herein or therein (including Section 11.3.E), each holder on or after the date that is two (2) years after the later of (i) the date hereof and (ii) the date of the issuance of a Common Unit to a Limited Partner pursuant to Article 4 hereof), such Limited Partner (if other than the General PartnerCompany or any Subsidiary of the Company) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Common Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal Limited Partner (such Common Units being hereafter referred to and as “Tendered Units”) in the form of exchange for the Cash Amount to be paid by Amount; unless the Partnership; provided that terms of this Agreement or a separate agreement entered into between the Partnership and the Holder of such Common Units shall have been outstanding for at least one year; providedexpressly provide that such Common Units are not entitled to the Redemption Right. The Partnership may, further, that in the General Partner’s sole and absolute discretion, following redeem Tendered Units at the direction and approval request of the Board Holder of Directors, may allow a holder to exercise its Redemption Right such Common Units prior to the end of the applicable two (2) year period (or such other period as may be specified in any separate agreement entered into between the Partnership and a Limited Partner). Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the Holders of such Common Units, all Common Units being outstanding for one year in its discretionshall be entitled to the Redemption Right. The Tendering Partner (as defined below) shall have no right, with respect to any Common Units so redeemed, to receive any distributions with a Partnership Record Date on or after the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right (the “Redeeming Tendering Partner”). The Cash Amount shall be payable in accordance with instructions set forth in the Notice of Redemption to the Tendering Partner on the Specified Redemption Date; provided, however, that the Partnership shall not be obligated General Partner may elect to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after cause the Specified Redemption DateDate to be delayed for up to an additional 180 days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. The Assignee of any holder herein may exercise Notwithstanding the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)foregoing, the Cash Amount shall be paid by General Partner agrees to use its commercially reasonable efforts to cause the Partnership directly closing of the acquisition of Tendered Units hereunder to such Assignee and not to such holderoccur as quickly as reasonably possible. Any Partnership Common Units redeemed by the Partnership pursuant to this Section 8.6(A) 8.5A shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit (if other than the General Partner) ), including a holder of any LTIP Units that are converted into Common Units, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction in its sole and approval of the Board of Directorsabsolute discretion, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Section 8.6.B, each Limited Partner, each holder of a Common Unit (if other than the General Partner) , shall have the right (the “"Redemption Right”) "), on or after the date specified in Exhibit A, as amended from time to time, to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that are allocable to such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right (the “"Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B"). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by that are allocable to such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Limited Partner's Assignee. In connection with any exercise of such rights by an such Assignee on behalf of a holder in this Section 8.6(A)such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Except as otherwise provided herein, neither the Redeeming Partner nor any Assignee of any Limited Partner shall have any right with respect to any Partnership Units so redeemed by to receive any distributions if the record date for such distribution is after the Specified Redemption Date. Notwithstanding anything to the contrary set forth above, if any Preferred Unitholder shall exercise the Redemption Right with respect to any Preferred Units, the Partnership pursuant to this Section 8.6(A) shall be cancelled upon obligated to pay to such redemptionPreferred Unitholder, together with the Cash Amount, the Unpaid Preferred Return attributable to the Preferred Units being redeemed as of the date such payment is made.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (the “Tendered Units”) in exchange (a “Redemption Right”) for, at the election of the Sole Member in its discretion, the REIT Shares of a corresponding Class (provided that if a corresponding Class of REIT Shares does not exist for the Tendered Units, then the REIT Shares payable in respect of such Partnership Units constitute Common Redemption, if any, shall be a Class of REIT Shares as determined by the Sole Member, in its discretion, so long as the economic terms applicable to such Class of REIT Share are not materially less favorable than the economic terms of the applicable Class of Tendered Units) held by such holder at a redemption price equal to and in the form of issuable on, or the Cash Amount to be paid by payable on the Partnership; provided that Specified Redemption Date (in the Partnership event of a Redemption of Class A Units, Class A Units shall have been outstanding for at least one year; providedconvert to Class E REIT Shares or the Cash Amount), further, that and on the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year terms set forth in its discretionthis Section 8.5. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the Sole Member has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. However, subject to limited exceptions as determined by and at the discretion of the General Partner, (i) Class F-S Units, Class F-D Units, Class F-I Units, Class B Units and Class E Units that have not been outstanding for at least one year will be redeemed at 98% of the price of either the REIT Shares or the Cash Amount payable on the Specified Redemption Date, and (ii) Class C Units and Class D Units that have not been outstanding for at least two years may not be redeemed; provided, that, in connection with any automatic conversion of Class B Units or Class C Units described herein, the Mandatory Holding Period in respect of any such Partnership Units shall be calculated as set forth in Section 4.3(d) or Section 6.9(d), as applicable. The one-year and two-year holding periods are each measured as of the first calendar day immediately following the prospective Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser shall have the right to require the Partnership to redeem all or a portion of their Class F-I Units pursuant to this Section 8.6(B)8.5 at any time (but subject to the notice requirements set forth above) irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class F-I Units of the Special Limited Partner or the Adviser for Class F-I REIT Shares or the Cash Amount (at the Adviser’s or Special Limited Partner’s election) unless the Board of Trustees of the Sole Member determines that any such redemption for cash would be prohibited by applicable law or the General Partner determines that any such redemption for cash would be prohibited by this Agreement, in which case such Class F-I Units will be redeemed for an amount of Class F-I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class F-I Units. A holder under this Section 8.6(A) Limited Partner other than the Special Limited Partner and the Adviser may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited PartnerSection 6.6.B, each holder of Limited Partner entitled to a Common Unit (if other than the General Partner) Preferred Return, shall have the right (the “Redemption Right”"REDEMPTION RIGHT") to require the Partnership to redeem (and the Partnership shall redeem) on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “"Redeeming Partner”"); providedPROVIDED, howeverHOWEVER, that the Partnership shall not be obligated to satisfy such Redemption Right if Merry Land and/or the Operating Partnership General Partner elects to purchase (and completes the purchase of) the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B)6.6.B. Upon the issuance of any additional Partnership Units issued under Section 2.2, the General Partner may limit the Redemption Rights with respect to such Partnership Units by written agreement with the purchaser or subscriber of such Units for a defined time period following the issuance of such Partnership Units. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any Partnership distributions paid for which the Partnership Record Date falls on or after the Specified Redemption Date, however, the Redeeming Partner shall be deemed the owner of REIT Shares and rights on the Specified Redemption Date if the General Partner or Merry Land exercises the option under Section 6.6.B and elects to pay the Redeeming Partner the REIT Shares Amount. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)6.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf Upon the occurrence of a holder in this Liquidating Event, at least twenty (20) Business Days before making any liquidating distributions to Partners under Section 8.6(A)11.2.A, the Cash Amount Liquidator shall be paid by give to all Limited Partners having a Redemption Right notice that such Limited Partners may deliver to the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by Liquidator within ten (10) Business Days a Notice of Redemption designating a Specified Redemption Date of no later than twenty Business Days after the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionnotice from the Liquidator.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b), 8.04(c), 8.04(d), 8.04(e) and 8.6(C8.04(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and one or more Limited Partners with respect to OP Units (including any LTIP Units that are converted into OP Units) held by them, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Company, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership OP Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; , provided that the Partnership such OP Units shall have been outstanding for at least one year; providedyear (including the period of time any LTIP Units were outstanding if such LTIP Units are converted to OP Units), further, that and subject to any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, following the direction and approval of Company or the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionPartnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, howeverfurther, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the REIT Shares Amount; provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership OP Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant during each calendar year. Subject to Section 8.6(B). A holder under this Section 8.6(A) the immediately succeeding sentence, a Limited Partner may not not, without the consent of the General Partner and the Company, exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder 300 OP Units. If a Limited Partner holds less than 1,000 Partnership 300 OP Units, such Limited Partner may, without the consent of the General Partner or the Company, exercise the Redemption Right for all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership OP Units so redeemed, to receive any distributions distribution paid with respect to OP Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b), 8.04(c), 8.04(d), 8.04(e) and 8.6(C) hereof 8.04(f), and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them and any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Company, shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) have been held by such holder Limited Partner for at least one year (or such lesser time as determined by the General Partner in its sole and absolute discretion) at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “"Redeeming Limited Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant to Section 8.6(B)during each calendar year. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Section 8.6.B, each Limited Partner, each holder of a Common Unit (if other than the General Partner) CMC, shall have the right (the “"Redemption Right”) "), on or after the first anniversary of the date on which such Limited Partner acquires its Partnership Units (or such later or earlier date as shall be determined in the sole and absolute discretion of the General Partner at the time of issuance of the Partnership Units), to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right (the “"Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B"). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Except as provided in Section 8.6.B, neither the Redeeming Partner nor any Assignee of any Limited Partner shall have no right, any right with respect to any Partnership Units so redeemed, redeemed to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Limited Partner's Assignee. In connection with any exercise of such rights by an such Assignee on behalf of a holder in this Section 8.6(A)such Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Units redeemed by Notwithstanding anything to the contrary set forth above, if any Preferred Unitholder shall exercise the Redemption Right with respect to any Preferred Units, the Partnership pursuant to this Section 8.6(A) shall be cancelled upon obligated to pay to such redemptionPreferred Unitholder, together with the Cash Amount, the Unpaid Preferred Return attributable to the Preferred Units being redeemed as of the date such payment is made.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”Table of Contents terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at a redemption price equal to and in the form of exchange for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its discretionsole discretion (a “Redemption Right”). The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided, however, that . A Tendering Party shall be deemed to have offered to sell the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Tendered Units subject to 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 Tendered Units by paying to the Tendering Party either the Cash Amount or the REIT Shares Amount. Within 15 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount or partially for REIT Shares and partially for a Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser (or in the case of Partnership Units received in consideration for management fees, the Quarterly Allocation or the Year-End Allocation, the assignees of the Special Limited Partner and the Adviser) shall have the right to require the Partnership to redeem all or a portion of their Class E Units or Class I Units pursuant to this Section 8.6(B8.5 at any time irrespective of the period such Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class E Units or Class I Units of the Special Limited Partner or the Adviser for Class E REIT Shares or Class I REIT Shares or the Cash Amount (at the Adviser’s or Special Limited Partner’s election) unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class E Units or Class I Units will be redeemed for an amount of Class E REIT Shares or Class I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Partnership Units (subject to the satisfaction of the restrictions set forth in Section 8.5(c) and Section 8.5(e)). No Limited Partner, other than the Special Limited Partner and the Adviser, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Special Limited Partner and the Adviser, may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner and the REIT Limited Partner) , after holding any Partnership Units for a period of at least twelve full months (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for the Cash Amount to be paid payable on, or, if determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its sole discretion, REIT Shares issuable on, the Specified Redemption Date. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner and the REIT Limited Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided, however, that . A Tendering Party shall be deemed to have offered to sell the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Tendered Units subject to described in the Notice of Redemption to the General Partner and to the REIT Limited Partner and either the General Partner or the REIT Limited Partner (or both) may, in its sole and absolute discretion, elect to purchase directly and acquire such Tendered Units by paying to the Tendering Party either the Cash Amount or the REIT Shares Amount. Within 15 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner and/or the REIT Limited Partner has made such an election and whether the General Partner, in its capacity as the general partner of the Partnership, has determined that the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount, or partially for REIT Shares and partially for a Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser (or in the case of units received in consideration for management fees or the Performance Participation Interest, the assignees of the Special Limited Partner and the Adviser) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.6(B8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Partnership Units of the Special Limited Partner or the Advisor for the Cash Amount unless the General Partner or the Board of Directors of the REIT Limited Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of Class E REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Partnership Units (subject to the satisfaction of the restrictions set forth in Section 8.5(c) and Section 8.5(e)). No Limited Partner, other than the Special Limited Partner and the Adviser, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Special Limited Partner and the Adviser, may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b), 8.04(c), 8.04(d), 8.04(e) and 8.6(C8.04(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and one or more Limited Partners with respect to OP Units (including any LTIP Units that are converted into OP Units) held by them, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Company, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership OP Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; , provided that the Partnership such OP Units shall have been outstanding for at least one year; providedyear (or such lesser time as determined by the General Partner in its sole and absolute discretion), further, that and subject to any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, following the direction and approval of Company or the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionPartnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, howeverfurther, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the Common Shares Amount; provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership OP Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant during each calendar year. Subject to Section 8.6(B). A holder under this Section 8.6(A) the immediately succeeding sentence, a Limited Partner may not not, without the consent of the General Partner and the Company, exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder OP Units. If a Limited Partner holds less than 1,000 Partnership OP Units, such Limited Partner may, without the consent of the General Partner or the Company, exercise the Redemption Right for all of the Partnership OP Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership OP Units so redeemed, to receive any distributions distribution paid with respect to OP Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b), 8.04(c), 8.04(d), 8.04(e) and 8.6(C8.04(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner, each holder of a Common Unit (if other than the Company and the General Partner) , shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; , provided that the such Partnership Units shall have been outstanding for at least one year; provided, further, that and subject to any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, following Partner or the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionPartnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, howeverfurther, that the Partnership shall, in its sole and absolute discretion, have the option to deliver either the Cash Amount or the REIT Shares Amount; provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant during each calendar year. Subject to Section 8.6(B). A holder under this Section 8.6(A) the immediately succeeding sentence, a Limited Partner may not not, without the consent of the General Partner, exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Units. If a Limited Partner holds less than 1,000 Partnership Units, such Limited Partner may, without the consent of the General Partner, exercise the Redemption Right for all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.5(b), 8.5(c), 8.5(d), 8.5(e), 8.5(f) and 8.6(C) hereof and at 8.6 hereof, the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner, each holder of a Common Unit (if other than the General Partner (except as permitted below), shall, after holding its Partnership Units for at least one year (which minimum holding period shall not apply to the Original Limited Partner) shall , the Advisor, and their Affiliates), have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the Partnership Units (provided that such Partnership Units constitute Common other than Special OP Units) ), held by such holder at Limited Partner (such Units, the “Tendered Units”), in exchange (a redemption price equal to and in “Redemption Right”), alternatively, for either REIT Shares having the form of the Cash Amount to be paid by the Partnership; provided that same Class designation as the Partnership Units shall have been outstanding for at least one year; providedsubject to the Redemption Right or the Cash Amount, further, that as determined by the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or paid, as the case may be, on the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. No Limited Partner, howeverother than the Original Limited Partner, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice Advisor and their Affiliates, may deliver more than two Notices of Redemption pursuant to Section 8.6(B)during each calendar year. A holder under this Section 8.6(ALimited Partner (other than the Original Limited Partner, the Advisor and their Affiliates) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee Notwithstanding the foregoing, the Original Limited Partner, the Advisor and their Affiliates shall be entitled to have all or a portion of any holder herein may exercise the rights of such Limited Partner their Partnership Units redeemed pursuant to this Section 8.6(A)8.5 at any time irrespective of the period the Partnership Units have been held by such Partner. The Partnership shall redeem any such Partnership Units held by the Original Limited Partner, the Advisor or their Affiliates for the Cash Amount unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units shall be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. If the Tendering Party is the Original Limited Partner, the Advisor or one of their Affiliates, and the Tendered Units were not issued by the Partnership in lieu of payments or distributions of the Performance Allocation or in lieu of cash asset management fees pursuant to the Advisory Agreement, then the redemption of such Limited Tendered Units shall not be subject to the monthly and quarterly limitations of the General Partner’s share redemption program described in the Prospectus. In addition, the General Partner shall be deemed entitled to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), its Partnership Units redeemed for the Cash Amount shall be paid by (an “Asset Acquisition Redemption”), at any time and under the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this circumstances described in Section 8.6(A) shall be cancelled upon such redemption5.6 hereof.

Redemption Right. A. (a) Subject to Sections 8.6(BSection 8.5(c) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited PartnerSection 9.8, each holder Limited Partner who holds Common Partnership Units (including Limited Partners who have obtained Common Partnership Units through the exercise of a Common Unit (conversion rights, if any, applicable to their Preferred Partnership Units), other than the General Partner) , shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date to either (i) redeem all or a portion of the Common Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form Cash Amount or (ii) to exchange all or a portion of the Cash Amount to be paid by the Partnership; provided that the Common Partnership Units shall have been outstanding held by such Limited Partner for REIT 37 42 Shares at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior ratio equal to the Common Units being outstanding for one year in its discretionConversion Factor. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right Redemption Right (the “"Redeeming Partner”"); provided, however, provided that the Partnership shall not no more than two (2) Notices of Redemption from any single Limited Partner may be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject delivered to the Notice of Redemption pursuant to Section 8.6(B)General Partner during each calendar year. A holder under this Section 8.6(A) No such Limited Partner may not exercise the Redemption Right for less than 1,000 five hundred (500) Common Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 five hundred (500) Common Partnership Units, all of the Common Partnership Units held by such Limited Partner. The Redeeming Partner shall have no right, with respect to any Common Partnership Units so redeemed, to receive any distributions distribution paid with respect to Common Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise Notwithstanding the rights of preceding sentence to the contrary, if the Partnership or the General Partner elects under Section 8.5(c) to extend the payment date for the Cash Amount, then to the extent a Partnership Record Date occurs between the Specified Redemption Date and the date such Limited Partner pursuant to this Section 8.6(A)Cash Amount is paid, and such Limited the Redeeming Partner shall be deemed to have assigned such rights receive the distribution relating to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection Partnership Record Date with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly respect to such Assignee and not to such holder. Any Common Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionbeing redeemed.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit (if other than the General Partner) ), including a holder of any LTIP Units that are converted into Class C Common Units, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date Except as expressly provided for otherwise set forth in any separate agreement entered into between the Partnership and any a Limited PartnerPartner and subject to the terms and conditions set forth herein or therein, each holder on or after the date that is twelve (12) months from the date of issuance of a Common Unit to a Limited Partner, such Limited Partner (if other than the General PartnerCompany or any Subsidiary of the Company) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Common Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal Limited Partner (such Common Units being hereafter referred to and as “Tendered Units”) in the form of exchange for the Cash Amount to be paid by Amount; unless the Partnership; provided that terms of this Agreement or a separate agreement entered into between the Partnership and the Holder of such Common Units shall have been outstanding for at least one year; providedexpressly provide that such Common Units are not entitled to the Redemption Right. The Partnership may, further, that in the General Partner’s sole and absolute discretion, following redeem Tendered Units at the direction and approval request of the Board Holder of Directors, may allow a holder to exercise its Redemption Right such Common Units prior to the end of the applicable twelve (12) month period (or such other period as may be specified in any separate agreement entered into between the Partnership and a Limited Partner). Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the Holders of such Common Units, all Common Units being outstanding for one year in its discretionshall be entitled to the Redemption Right. The Tendering Partner (as defined below) shall have no right, with respect to any Common Units so redeemed, to receive any distributions with a Partnership Record Date on or after the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right (the “Redeeming Tendering Partner”); provided, however, that the Partnership . The Cash Amount shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to payable in accordance with instructions set forth in the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Tendering Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Common Units redeemed by the Partnership pursuant to this Section 8.6(A) 8.5A shall be cancelled upon such redemption.

Redemption Right. A. Subject (i) Upon the terms and subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for the conditions set forth in any agreement entered into between the Partnership and any Limited Partnerthis Section 4.6, each holder of a Common Unit the Members (if other than any Members that are part of the General PartnerPubCo Holdings Group) (each such Member, a “Redeeming Member”) shall have be entitled to cause the right Company to redeem all or a portion of such Member’s Units (together with the surrender and delivery of the same number of Class B Shares) for an equivalent number of Class A Shares (a “Redemption”) or, at the Company’s election made in accordance with Section 4.6(a)(iii), cash equal to the Cash Election Amount calculated with respect to such Redemption (referred to herein as the “Redemption Right”). Absent the prior written consent of the Managing Member, with respect to each Redemption, a Redeeming Member shall be (A) to require the Partnership required to redeem on at least a Specified Redemption Date number of Units equal to the lesser of [●]Units (as adjusted for any Unit splits, combinations, subdivisions, reclassifications or similar actions or events) and all or a portion of the Partnership Units then held by such Redeeming Member and (B) permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, in its discretion, adopt a policy to limit quarterly exchanges to a particular date or period during each quarter by providing notice of such limitation to all Members prior to the beginning of the relevant quarter, provided that such Partnership Units constitute Common Units) held by such holder at policy incorporates the following sentence of this Section 4.6(a)(i). Notwithstanding the foregoing, and subject to Section 4.6(j), a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, Redeeming Member may allow a holder to exercise its Redemption Right prior (x) with respect to the Common at least [●] Units being outstanding (as adjusted for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partnerany Unit splits, combinations, subdivisions, reclassifications or similar actions or events) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, and (y) with respect to any Partnership of the then-held Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and Member if such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the Redemption Right is exercised in connection with a valid exercise of such Member’s rights by such Assignee. In to have the Class A Shares issuable in connection with any exercise such Redemption to participate in an offering of such rights by an Assignee on behalf securities pursuant to the Registration Rights Agreement. Upon the Redemption of all of a holder in this Section 8.6(A)Member’s Units, such Member shall, for the Cash Amount shall avoidance of doubt, cease to be paid by a Member of the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionCompany.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit (if other than the General Partner) ), including a holder of any LTIP Units that are converted into Common Units, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on AmericasActive:14016784.12 or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.6(C8.5(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding Series 1 Class E Units or Series 2 Class E Units for at least one year (such Partnership Units, “Eligible Units”), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the Partnership Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT Shares (with respect to Eligible Units that are Series 1 Class E Units) or Class I REIT Shares (with respect to Eligible Units that are Series 2 Class E Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Partnership Eligible Units constitute Common (the “Tendered Units”) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 30 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption pursuant a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to Section 8.6(Bthe Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.04(b), 8.04(c), 8.04(d), 8.04(e) and 8.6(C8.04(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Company, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (held by such Limited Partner in exchange for the Cash Amount, provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that and subject to any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, following Partner or the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionPartnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, howeverfurther, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption pursuant during any calendar year. Subject to Section 8.6(B). A holder under this Section 8.6(A) the immediately succeeding sentence, a Limited Partner may not not, without the consent of the General Partner, exercise the Redemption Right for less than 1,000 Partnership Units at any one time orUnits, if unless such holder Limited Partner holds less than 1,000 Partnership Units, in which case such Limited Partner may, without the consent of the General Partner, exercise the Redemption Right for all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner and the REIT Limited Partner) , after holding any Partnership Units for a period of at least twelve full months (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for the Cash Amount to be paid payable on, or, if determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its sole discretion, REIT Shares issuable on, the Specified Redemption Date. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner and the REIT Limited Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided, however, that . A Tendering Party shall be deemed to have offered to sell the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Tendered Units subject to described in the Notice of Redemption to the General Partner and to the REIT Limited Partner and either the General Partner or the REIT Limited Partner (or both) may, in its sole and absolute discretion, elect to purchase directly and acquire such Tendered Units by paying to the Tendering Party either the Cash Amount or the REIT Shares Amount. Within 15 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner and/or the REIT Limited Partner has made such an election and whether the General Partner, in its capacity as the general partner of the Partnership, has determined that the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount, or partially for REIT Shares and partially for a Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser (or in the case of Partnership Units received in consideration for management fees or the Performance Participation Interest, including the Transferred Performance Participation Interest Units, the assignees of the Adviser or the Special Limited Partner (including BUSI II-C L.P.)) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.6(B8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser or any assignee. The Partnership shall redeem any such Partnership Units for the Cash Amount unless the General Partner or the Board of Directors of the REIT Limited Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of Class E REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Partnership Units (subject to the satisfaction of the restrictions set forth in Section 8.5(c) and Section 8.5(e)). No Limited Partner, other than the Special Limited Partner and the Adviser (or with respect to Partnership Units received in consideration for management fees or the Performance Participation Interest, including the Transferred Performance Participation Interest Units, the assignees of the Adviser or the Special Limited Partner (including BUSI II-C L.P.)), may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Special Limited Partner and the Adviser (or with respect to Partnership Units received in consideration for management fees or the Performance Participation Interest, including the Transferred Performance Participation Interest Units, the assignees of the Adviser or the Special Limited Partner (including BUSI II-C L.P.)), may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its sole discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser shall have the right to require the Partnership to redeem all or a portion of their Class I Units pursuant to this Section 8.6(B)8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class I Units of the Special Limited Partner or the Adviser for Class I REIT Shares or the Cash Amount (at the Adviser’s or Special Limited Partner’s election) unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class I Units will be redeemed for an amount of Class I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class I Units. A holder under this Section 8.6(ALimited Partner (other than the Special Limited Partner or the Adviser) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership the “Tendered Units”) in exchange (a “Redemption Right”) for the Cash Amount payable on the Specified Redemption Date. Notwithstanding the foregoing, the General Partner shall have the right but not the obligation, in its sole discretion, to elect to acquire any Tendered Units constitute Common Units) held by such holder at in exchange for a redemption price number of REIT Shares equal to and the amount of such Tendered Units, in which case such REIT Shares shall be paid to the form holder of such Tendered Units in lieu of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionAmount. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for the Cash Amount or acquired for REIT Shares. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Adviser shall have the right to require the Partnership to redeem all or a portion of their Class E Units pursuant to this Section 8.6(B)8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class E Units of the Special Limited Partner or the Adviser for the Cash Amount unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class E Units will be redeemed for an amount of Class E REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class E Units. No Limited Partner, other than the Special Limited Partner and the Adviser, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner other than the Special Limited Partner and the Adviser may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject Notwithstanding the provisions of Section 4.4.2, the General Partner may, in the event it receives an opinion of its legal counsel that such action is necessary to Sections 8.6(B) maintain and 8.6(C) hereof preserve its classification as a REIT, or upon a determination by the General Partner that the delivery of Shares on the Specified Conversion Date would be prohibited by the Articles of Incorporation, satisfy the Conversion Right exercised by a Converting Partner set forth in a Notice of Conversion by paying to such Converting Partner the Redemption Amount on the Specified Conversion Date. In the event the General Partner acquires Limited Partner Units by satisfying the Conversion Right by paying the Redemption Amount, any such Limited Partner Units so acquired by the General Partner shall thereafter be owned by the General Partner as Limited Partner Units for all purposes of this Agreement, except for those actions requiring the vote of the Limited Partners or Limited Partner Consent. The General Partner may elect to pay the Redemption Amount for Limited Partner Units only upon receipt of a Notice of Conversion and at only to the extent of the Units to be exchanged. In the event the General Partner shall exercise its right to satisfy the Conversion Right in the manner described in this Section 8.6, the Partnership shall have no obligation to pay any time on or after amount to the Converting Partner with respect to such date as expressly provided for in any agreement entered into Converting Partner's exercise of the Conversion Right, and each of the Converting Partner, the Partnership, and the General Partner shall treat the transaction between the Partnership General Partner and any the Converting Partner as a sale of the Converting Partner's Limited Partner, each holder of a Common Unit (if other than Partner Units to the General Partner) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the PartnershipPartner for federal income tax purposes; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, each Converting Partner that the General Partner, following Partner has elected to pay the direction and approval Redemption Amount agrees to execute such documents as the General Partner may reasonably require in connection with the payment of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionAmount.

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year, shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its sole discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special Limited Partner and the Advisor shall have the right to require the Partnership to redeem all or a portion of their Class I Units pursuant to this Section 8.6(B)8.5 at any time irrespective of the period the Class I Units have been held by the Special Limited Partner or the Advisor. The Partnership shall redeem any such Class I Units of the Special Limited Partner or the Advisor for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class I Units will be redeemed for an amount of Class I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class I Units. No Limited Partner, other than the Special Limited Partner and the Advisor, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner other than the Special Limited Partner and the Advisor may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B7.4(b) through (g), and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and one or more Limited Partners with respect to Partnership Units held by them and any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Partner (in its capacity as the holder of Limited Partnership Interests), shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) have been held by such holder Limited Partner for at least one year (or such lesser time as determined by the General Partner in its sole and absolute discretion) at a redemption price equal to and in the form of the Cash Redemption Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, however, that the Partnership shall, in its sole and absolute discretion, have the option to satisfy the Redemption Right by delivering to the Redeeming Limited Partner either the Cash Amount or the REIT Shares Amount, provided, further, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B)Redemption. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.6(C8.5(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Class or Series of Partnership Units for at least one year (such Partnership Units, “Eligible Units”), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the Partnership Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT Shares (with respect to Eligible Units that are Series 1 Class E Units), Class S REIT Shares (with respect to Eligible Units that are Class S Units), Class T REIT Shares (with respect to Eligible Units that are Class T Units), Class D REIT Shares (with respect to Eligible Units that are Class D Units) or Class I REIT Shares (with respect to Eligible Units that are Series 2 Class E Units or Class I Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Partnership Eligible Units constitute Common (the “Tendered Units”) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”). Within 30 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, but subject to the limitations of this paragraph, the Advisor and any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by such Limited Partner; provided, however, that in the event the Sponsor Parties hold Partnership Units paid or distributed with respect to the Performance Allocation or Performance Component (as defined in the Advisory Agreement) from any prior calendar year and requests the Partnership to redeem all or a portion of such Partnership Units (the “Partnership Unit Balance”) the Partnership will be required to redeem such Partnership Unit Balance only if the General Partner, based on reasonable projections, (i) has determined that, after redeeming such Partnership Unit Balance, the General Partner expects to have liquidity (from any available source) equal to or in excess of the NAV of the maximum amount of REIT Shares which can be redeemed under the then current SRP for the next ninety days (the “Minimum Liquidity Requirement”) and (ii) at the time of the redemption request, 100% of all properly submitted redemption requests in the SRP as of the most recent quarter end and the most recent month end (the “Redemption Period”) have been honored (collectively, with the Minimum Liquidity Requirement, the “Redemption Requirements”). In the event that the General Partner deems that the Redemption Requirements have not been met, then the Sponsor Parties may only redeem their respective Partnership Unit Balances up to the lesser of (A) whichever is the lower pro rata basis within the Redemption Period provided to the General Partner’s common stockholders requesting redemption of REIT Shares under the SRP, or (B) an amount that causes the Minimum Liquidity Requirement to still be met. If there was no pro rata redemption under the SRP during the Redemption Period, the Sponsor Parties may only redeem an amount that causes the Minimum Liquidity Requirement to still be met. The above Partnership Unit redemption restriction shall not be obligated to satisfy such Redemption Right if apply in the Operating event that the General Partner terminates the Advisory Agreement. The Partnership elects to purchase the shall redeem any Partnership Units subject of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the Notice aggregate NAV of such Partnership Units. Redemption requests from multiple Sponsor Parties, if applicable, will be honored on a pro rata basis, if redemptions are limited pursuant to the foregoing. No Limited Partner, other than the Sponsor Parties, may deliver more than two Notices of Redemption pursuant to Section 8.6(B)during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Sponsor Parties, may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B) and 8.6(C) hereof and at any time the terms of Section 8.05, on or after such the date as expressly provided for (i) that is one (1) year after the closing of the Offering, James I. Humphrey, Jr. and Humphrey Xxxxxxxxxx, Xxx. xx Ximitex Xxxxxxrs with respect to the Units received by them in any agreement entered into between connection with the offering of the REIT Shares issued on November 29, 1994, or (ii) that is six months after the issuance by the Partnership and of any Limited PartnerUnits other than those issued in connection with the November 29, 1994 issuance of REIT Shares (each such date, a "First Redemption Date" with respect to the applicable Units), each holder of a Common Unit (if other than the General Partner) Limited Partner shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership applicable Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionAmount. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) Partner by the holder Limited Partner who is exercising the redemption right Redemption Right (the “"Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B"). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for (i) less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such PartnerPartner and (ii) more than the number of Partnership Units that would, upon redemption, entitle such Limited Partner to 9.9% of the REIT Shares. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(Bthis Section 8.5 (including the special redemption terms set forth in Section 8.5(e)) and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its sole discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption pursuant a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to Section 8.6(B)withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. A holder under this Section 8.6(ALimited Partner (other than the Special Limited Partner or the Adviser) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(BSection 7.4(b) and 8.6(C) hereof Section 7.4(c), and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners, each Limited Partner, each holder of a Common Unit (if other than the General Ashford OP Limited Partner) , LLC, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the . The Partnership Units shall have been outstanding for at least one year; providedup to sixty (60) days (the “Payout Period”) following exercise of a Redemption Right to pay the Cash Amount to the Limited Partner who is exercising the redemption right (the “Redeeming Partner”). From and after the Specified Redemption Date, further, that the General Cash Amount (or portion thereof) due and payable to a Redeeming Partner with respect to such Redeeming Partner, following the direction and approval ’s exercise of the Board of Directors, may allow a holder to exercise its Redemption Right prior shall bear interest at the rate equal to the lower of (i) the Company’s annual dividend rate on REIT Common Units being outstanding Shares for one year the prior twelve (12) month period, or (ii) eight percent (8%) per annum, until the Cash Amount (or portion thereof) shall be paid in its discretionfull by the Partnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Common Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Common Partnership Units, all of the Common Partnership Units held by such Partner. The Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have no any right with respect to any Common Partnership Units so redeemed to receive any distributions paid after the Specified Redemption Date. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have any right, with respect to any Common Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of Each Redeeming Partner agrees to provide such Limited Partner pursuant to this Section 8.6(A)representations and related indemnities regarding good and unencumbered title, and to execute such Limited documents, as the General Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In may reasonably require in connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit (if other than the General Partner) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.. AmericasActive:14392849.4

Redemption Right. A. (a) Subject to Sections 8.6(B) and 8.6(C) hereof and at any time 8.05(b)-(f), on or after such date as expressly provided for in any agreement entered into between the Partnership and any Limited PartnerRedemption Eligibility Date, each holder of a Common Unit Limited Partner (if other than the General Company in its capacity as a Limited Partner) shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “"Redeeming Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B8.05(b); and provided, further, that no Limited Partner may deliver to the General Partner more than four (4) Notices of Redemption during each calendar year. A holder under this In addition to the restrictions on redemption set forth in Section 8.6(A) 8.05(f), a Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. Notwithstanding the foregoing provisions of this Section 8.05(a), the Company agrees to use its best efforts to cause the closing of the acquisition of redeemed Partnership Units hereunder to occur as quickly as reasonably possible. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.05(b), 8.05(c), 8.05(d), 8.05(e) and 8.6(C8.05(i) hereof and at any time on or after such date as expressly provided for in the provisions of any agreement entered into between the Partnership and any Limited Partner with respect to Partnership Units held by such Limited Partners, such Limited Partner, each holder of a Common Unit (if other than the General Original Limited Partner) , shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date, or on the Class A Specified Redemption Date with respect to a Class A Partner, all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided , provided, that the such Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “"Redeeming Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year, provided that each Class A Partner may deliver a Notice of Redemption more frequently provided it is limited to one Notice of Redemption per calendar quarter. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Except as otherwise provided in Section 8.05(h), the Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date or the Class A Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionas applicable.

Redemption Right. A. (a) Subject to Sections 8.6(B8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.6(C8.5(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding Series 1 Class E Units, Series 2 Class E Units, Class S Units, Series 2 Class T Units or Class I Units for at least one year (such Partnership Units, “Eligible Units”), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the Partnership Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT Shares (with respect to Eligible Units that are Series 1 Class E Units), Class S REIT Shares (with respect to Eligible Units that are Class S Units), Class T REIT Shares (with respect to Eligible Units that are Series 2 Class T Units) or Class I REIT Shares (with respect to Eligible Units that are Series 2 Class E Units or Class I Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Partnership Eligible Units constitute Common (the “Tendered Units”) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 30 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special OP Unitholders and the Advisor shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.6(B)8.5 at any time irrespective of the period the Partnership Units have been held by the Special OP Unitholders or the Advisor. The Partnership shall redeem any such Partnership Units of the Special OP Unitholders or the Advisor for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. No Limited Partner, other than the Special OP Unitholders and the Advisor, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Special OP Unitholders and the Advisor, may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B and 8.6(C) hereof and at any time 8.6.C hereof, on or after such that date as expressly provided for in any agreement entered into between which is twelve (12) months after the Partnership and any Limited PartnerEffective Date, each holder of a Common Unit Limited Partner (if other than the General PartnerCompany) shall have the right (the “Redemption Right”"REDEMPTION RIGHT") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right (the “"Redeeming Partner”"); providedPROVIDED, howeverHOWEVER, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 one thousand (1,000) Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. (a) Subject to Sections 8.6(B8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.6(C8.5(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Class or Series of Partnership Units for at least one year (such Partnership Units, “Eligible Units”), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the Partnership Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT Shares (with respect to Eligible Units that are Series 1 Class E Units), Class S REIT Shares (with respect to Eligible Units that are Class S Units), Class T REIT Shares (with respect to Eligible Units that are Class T Units), Class D REIT Shares (with respect to Eligible Units that are Class D Units) or Class I REIT Shares (with respect to Eligible Units that are Series 2 Class E Units or Class I Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Partnership Eligible Units constitute Common (the “Tendered Units”) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”). Within 30 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. 41 Notwithstanding the foregoing, but subject to the limitations of this paragraph, the Advisor and any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by such Limited Partner; provided, however, that in the event the Sponsor Parties hold Partnership Units paid or distributed with respect to the Performance Allocation or Performance Component (as defined in the Advisory Agreement) from any prior calendar year and requests the Partnership to redeem all or a portion of such Partnership Units (the “Partnership Unit Balance”) the Partnership will be required to redeem such Partnership Unit Balance only if the General Partner, based on reasonable projections, (i) has determined that, after redeeming such Partnership Unit Balance, the General Partner expects to have liquidity (from any available source) equal to or in excess of the NAV of the maximum amount of REIT Shares which can be redeemed under the then current SRP for the next ninety days (the “Minimum Liquidity Requirement”) and (ii) at the time of the redemption request, 100% of all properly submitted redemption requests in the SRP as of the most recent quarter end and the most recent month end (the “Redemption Period”) have been honored (collectively, with the Minimum Liquidity Requirement, the “Redemption Requirements”). In the event that the General Partner deems that the Redemption Requirements have not been met, then the Sponsor Parties may only redeem their respective Partnership Unit Balances up to the lesser of (A) whichever is the lower pro rata basis within the Redemption Period provided to the General Partner’s common stockholders requesting redemption of REIT Shares under the SRP, or (B) an amount that causes the Minimum Liquidity Requirement to still be met. If there was no pro rata redemption under the SRP during the Redemption Period, the Sponsor Parties may only redeem an amount that causes the Minimum Liquidity Requirement to still be met. The above Partnership Unit redemption restriction shall not be obligated to satisfy such Redemption Right if apply in the Operating event that the General Partner terminates the Advisory Agreement. The Partnership elects to purchase the shall redeem any Partnership Units subject of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the Notice aggregate NAV of such Partnership Units. Redemption requests from multiple Sponsor Parties, if applicable, will be honored on a pro rata basis, if redemptions are limited pursuant to the foregoing. No Limited Partner, other than the Sponsor Parties, may deliver more than two Notices of Redemption pursuant to Section 8.6(B)during each calendar year. A holder under this Section 8.6(A) Limited Partner, other than the Sponsor Parties, may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) 8.6.B and 8.6(C) hereof and at any time 8.6.C hereof, on or after such that date as expressly provided for in any agreement entered into between which is [fourteen (14)] months after the Partnership and any Limited PartnerEffective Date, each holder of a Common Unit Limited Partner (if other than the General Partner, in its capacity as such or the Initial Limited Partner) shall have the right (the “"Redemption Right”") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Common Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Common Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “"Redeeming Partner”"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to cause the General Partner to purchase the Partnership Common Units subject to the Notice of Redemption pursuant to Section 8.6(B). 8.6.B. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership one thousand (1,000) Common Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership one thousand (1,000) Common Units, all of the Partnership Common Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Common Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Units redeemed [In connection with the exercise of a Redemption Right by a Limited Partner pursuant to which the election is made, pursuant to Section 8.6.B, to pay the REIT Share Amount, such Limited Partner shall agree to pay to the Company, promptly after such Limited Partner's (or its Assignee's) receipt of its first distribution with respect to the REIT Shares received with respect to such redemption, an amount equal to the amount of such distribution less such portion of such amount as is determined by multiplying such amount by a fraction, the numerator of which is the number of days in the period between the record date for such distribution and the record date for the immediately prior distribution by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon Company during which such redemptionLimited Partner held such REIT Shares, and the denominator of which is the total number of days during such period.]

Redemption Right. A. (a) Subject to Sections 8.6(B) this Section 8.5 and 8.6(C) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding any Partnership Units for at least one year (or such shorter period as consented to by the General Partner in its sole discretion), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the such Partnership Units (provided that such Partnership Units constitute Common the “Tendered Units”) held by such holder at in exchange (a redemption price equal to and in the form of “Redemption Right”) for REIT Shares issuable on, or the Cash Amount to be paid payable on, the Specified Redemption Date, as determined by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year Partner in its sole discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 15 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Partnership Units will be redeemed for REIT Shares or the Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, each Special Limited Partner and the Adviser shall have the right to require such Partnership to redeem all or a portion of their Class I Units pursuant to this Section 8.6(B)8.5 at any time irrespective of the period the Partnership Units have been held by the Special Limited Partner or the Adviser. The Partnership shall redeem any such Class I Units of a Special Limited Partner or the Adviser for Class I REIT Shares or the Cash Amount (at the Adviser’s or Special Limited Partner’s election) unless the Board of Trustees of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Class I Units will be redeemed for an amount of Class I REIT Shares with an aggregate Net Asset Value equivalent to the aggregate Net Asset Value of such Class I Units. No limited partner, other than a Special Limited Partner or the Adviser, may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner other than a Special Limited Partner or the Adviser may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B) and 8.6(C) hereof hereof, except as otherwise agreed to with any Limited Partner or with respect to any of the Common Units and at any time on or after any applicable Twelve-Month Period with respect to such date as expressly provided for in any agreement entered into between the Partnership and any Limited Partner, each holder of a Common Unit Limited Partner (if other than the General PartnerCompany) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Common Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Common Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General PartnerCompany) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership Company elects to purchase the Partnership Common Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, two percent (2%) of all of the Partnership outstanding Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Common Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionLimited Partner.

Redemption Right. A. Common Units. (i) Subject to Sections 8.6(B) Section 8.6.C and 8.6(C) hereof and Section 11.6.E, at any time on or after such one (1) year following the date as expressly provided of the initial issuance thereof (which, in the event of the transfer of a Common Unit, shall be deemed to be the date that the Common Unit was issued to the original recipient thereof for in any agreement entered into between purposes of this Section 8.6), the Partnership and any Limited Partner, each holder of a Common Unit (if other than the General Partner) Managing Member or any Subsidiary of the Managing Member), including any LTIP Units that are converted into Class A Units, shall have the right (the “Redemption Right”) to require the Partnership Company to redeem such Common Unit, with such redemption to occur on a the Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder and at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionCompany. The Any such Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership Company (with a copy to the General PartnerManaging Member) by the holder of the Units who is exercising the redemption right Redemption Right (the “Redeeming PartnerMember”); . A Non-Managing Member may exercise the Redemption Right from time to time, without limitation as to frequency, with respect to part or all of the Common Units that it owns, as selected by the Non-Managing Member, provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) a Non-Managing Member may not exercise the Redemption Right for less fewer than 1,000 Partnership one thousand (1,000) Common Units at any of a particular class unless such Redeeming Member then holds fewer than one time orthousand (1,000) Common Units of that class, if such holder holds less than 1,000 Partnership Units, in which event the Redeeming Member must exercise the Redemption Right for all of the Partnership Common Units held by such Partner. The Redeeming Partner shall have no rightMember in that class, and provided further that, with respect to any Partnership Units so redeemeda Non-Managing Member which is an entity, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein such Non-Managing Member may exercise the rights Redemption Right for fewer than one thousand (1,000) Common Units without regard to whether or not such Non-Managing Member is exercising the Redemption Right for all of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights Common Units held by such Assignee. In connection with any exercise of Non-Managing Member as long as such rights by an Assignee Non-Managing Member is exercising the Redemption Right on behalf of a holder one or more of its equity owners in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to respect of one hundred percent (100%) of such Assignee and not to equity owners’ interests in such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemptionNon-Managing Member.

Redemption Right. A. (a) Subject to Sections 8.6(BSection 8.04(c) and 8.6(C) hereof and at any time on or after such date as expressly provided for in the provisions of any agreement entered into between the Partnership and one or more Limited Partners, beginning on the date that is twelve months after the date of issuance of any Limited PartnerCommon Units (treating any Common Units that are issued upon the conversion of LTIP Units as having been issued when the LTIP Units into which they were converted were issued), each holder of a Common Unit Limited Partner (if other than the General PartnerXxxxxxxxx REIT or any Subsidiary of Xxxxxxxxx REIT) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership such Limited Partner’s Common Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretionAmount. The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Partnership (with a copy to the General PartnerXxxxxxxxx REIT) by the holder Limited Partner who is exercising the redemption right Redemption Right (the “Redeeming Limited Partner”); provided, however, that and such notice shall be irrevocable unless otherwise agreed upon by the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the General Partner. No Limited Partner may deliver more than one Notice of Redemption pursuant to Section 8.6(B)during each calendar quarter unless otherwise agreed upon by the General Partner. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership one thousand (1,000) Common Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership one thousand (1,000) Common Units, all of the Partnership Common Units held by such Limited Partner. The Redeeming Limited Partner shall have no right, with respect to any Partnership Common Units so redeemed, to receive any distributions distribution paid with respect to Common Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject to Sections 8.6(B(a) Except as set forth in the sentence that immediately follows this sentence and 8.6(CSection 11.1(g) hereof and at any time on or after such date as expressly provided for in subject to Section 11.1(c) hereof and the provisions of any agreement entered into between the Partnership Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Limited PartnerCommon Units, each holder of a Common Unit Member (if other than the General PartnerManaging Member or any direct or indirect wholly owned Subsidiary of the Managing Member) shall have the right (the “Redemption Right”) to require the Partnership Company to redeem on a Specified Redemption Date all or a portion of the Partnership such Member’s Common Units (provided that such Partnership Units constitute Common Units) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by Amount. Notwithstanding the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; providedprovisions of Sections 11.1(a) and 11.1(b) hereof, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior only with respect to the Common Units being outstanding for one year held by EMGH as of the date of this Agreement (the “Initial EMGH Common Units”), EMGH shall have the Redemption Right set forth in its discretionSection 11.1(a) with respect to the Initial EMGH Common Units beginning on the date that is twenty-four (24) months after the date of this Agreement. The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Partnership Company (with a copy to the General PartnerManaging Member) by the holder Member who is exercising the redemption right Redemption Right (the “Redeeming PartnerMember”); provided, however, that and such notice shall be irrevocable unless otherwise agreed upon by the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Managing Member. No Member may deliver more than one Notice of Redemption pursuant to Section 8.6(B)during each calendar quarter unless otherwise agreed upon by the Managing Member. A holder under this Section 8.6(A) Member may not exercise the Redemption Right for less than 1,000 Partnership one thousand (1,000) Common Units at any one time or, if such holder Member holds less than 1,000 Partnership one thousand (1,000) Common Units, all of the Partnership Common Units held by such PartnerMember. The Redeeming Partner Member shall have no right, with respect to any Partnership Common Units so redeemed, to receive any distributions distribution paid with respect to Common Units if the Company Record Date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. Subject (a) On or after the date that is one year from the date of the issuance of a Common Unit or Units to a Limited Partner, subject to Sections 8.6(B8.6(b) and 8.6(C8.6(c) hereof and at any time on or after such date as expressly provided for in any separate agreement entered into between the Partnership and any a Limited Partner, each holder of a Common Unit (if other than the General Partner) such Limited Partner shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Common Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner at a redemption price per Common Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units foregoing limitation shall have been outstanding for at least one year; provided, further, that not affect the General Limited Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion’s rights under Section 11.2(b) hereof. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder Limited Partner who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership STAG REIT elects to purchase the Partnership Common Units subject to the Notice of Redemption pursuant to Section 8.6(B8.6(b). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership one thousand (1,000) Common Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership one thousand (1,000) Common Units, all of the Partnership Common Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Common Units so redeemed, to receive any distributions paid with a Partnership Record Date on or after the Specified Redemption Date. The Assignee of any holder herein Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6(A)8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A)Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holderLimited Partner. Any Partnership Common Units redeemed by the Partnership pursuant to this Section 8.6(A8.6(a) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(B8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.6(C8.5(f) hereof and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited PartnerPartners with respect to Partnership Units held by them, each holder of a Common Unit (if Limited Partner other than the General Partner) , after holding Series 1 Class E Units, Series 2 Class E Units or Class I Units for at least one year (such Partnership Units, “Eligible Units”), shall have the right (subject to the “Redemption Right”terms and conditions set forth herein) to require the Partnership to redeem on (a Specified Redemption Date “Redemption”) all or a portion of the Partnership Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT Shares (with respect to Eligible Units that are Series 1 Class E Units) or Class I REIT Shares (with respect to Eligible Units that are Series 2 Class E Units or Class I Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Partnership Eligible Units constitute Common (the “Tendered Units”) held by such holder at a redemption price equal to and in the form of the Cash Amount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is Limited Partner exercising the redemption right Redemption Right (the “Redeeming PartnerTendering Party”); provided. Within 30 days of receipt of a Notice of Redemption, however, that the Partnership shall not be obligated will send to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to Limited Partner submitting the Notice of Redemption pursuant a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to Section 8.6(Bthe Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner Tendering Party shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.

Redemption Right. A. (a) Subject to Sections 8.6(BSection 7.4(b) and 8.6(C) hereof Section 7.4(c), and at the provisions of any time on or after such date as expressly provided for in any agreement entered into agreements between the Partnership and any one or more Limited Partners, each Limited Partner, each holder of a Common Unit (if other than the General Partner) Ashford Prime OP Limited Partner LLC, shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Common Partnership Units (provided that such Partnership Units constitute Common Units) held by such holder Limited Partner (the “Redeeming Partner”) at a redemption price per Common Partnership Unit equal to and in the form of the Cash Amount to be paid by the Partnership; provided that Partnership on the Specified Redemption Date. In connection with the exercise of the Redemption Right by a Redeeming Partner, such Redeeming Partner shall promptly deliver to the Company any shares of Series C Preferred Stock held by such Redeeming Partner, but only if and to the extent that, after giving effect to the exercise of the Redemption Right, the aggregate number of shares of Series C Preferred Stock held by such Redeeming Partner would exceed the product of (x) the aggregate number of Partnership Units shall have been outstanding for at least one year; provided, further, that then held by such Redeeming Partner multiplied by (y) the General Partner, following Conversion Factor in effect on the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretiondate thereof. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) Limited Partner may not exercise the Redemption Right for less than 1,000 two thousand (2,000) Common Partnership Units at any one time or, if such holder Limited Partner holds less than 1,000 two thousand (2,000) Common Partnership Units, all of the Common Partnership Units held by such Partner. The Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have no any right, with respect to any Common Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of Each Redeeming Partner agrees to provide such Limited Partner pursuant to this Section 8.6(A)representations and related indemnities regarding good and unencumbered title, and to execute such Limited documents, as the General Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In may reasonably require in connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption.