Common use of Redemption Right Clause in Contracts

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for 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 Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating 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 Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.4(b), 8.5(c8.4(c), 8.5(d8.4(d), 8.5(e8.4(e), 8.4(f) and 8.5(f) and 8.5 hereof, the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner (except as permitted below), shall, after holding its Operating Partnership Units for at least one yearyear (other than the Advisor and its Affiliates), have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special OP Units), held by such Limited Partner (such Units, the “Tendered Units”), in exchange (a “Redemption Right”) ), alternatively, for either REIT shares issuable on, Shares having the same Class designation as the Partnership Units subject to the Redemption Right or the Cash Amount payable on, the Specified Redemption DateAmount, as determined by the General Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or paid, provided that such Operating Partnership Units (as the “Tendered Units”) shall have been outstanding for at least one yearcase may be, on the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. Notwithstanding the foregoing, the General Partner will be entitled to have its Partnership Units redeemed for the Cash Amount (an “Asset Acquisition Redemption”), at any time and under the circumstances described in Section 5.6 hereof.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for 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 Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares Shares issuable on, or the Cash Amount payable on, or a combination thereof having an equivalent value to the 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 Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f8.05(e) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at an exchange price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising requesting redemption (the "Redeeming Partner"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right (if the “Tendering Party”General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b). No ; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemedexchanged, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “"Redemption”") all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “"Redemption Right”") for 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 Operating Partnership Units (the “"Tendered Units”") shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “"Tendering Party”"). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner (the “Tendered Units”) in exchange (a “Redemption Right”) for REIT shares Shares issuable on, or the Cash Amount payable on, or a combination thereof having an equivalent value to the 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 Operating Partnership the Tendered Units (the “Tendered Units”) shall have been outstanding and held by the Limited Partner for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less fewer than 1,000 Operating Partnership Units or, if such Limited Partner holds less fewer than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f) 8.05(e), and the provisions of any agreements agreement between the Operating Partnership and one or more any Limited Partners Partner with respect to Operating Partnership Units held by themsuch Limited Partners, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentOriginal Limited Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided provided, that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) the provisions of this Section 8.05 and the provisions terms of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themPartners, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (a “Redemption”) on the Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date Partnership Record Date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.4(b), 8.5(c8.4(c), 8.5(d8.4(d), 8.5(e8.4(e), 8.4(f) and 8.5(f) and 8.5 hereof, the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one yearyear (other than the Advisor and its Affiliates), have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special OP Units), held by such Limited Partner (such Units, the “Tendered Units”), in exchange (a “Redemption Right”) ), alternatively, for either REIT shares issuable on, Shares or the Cash Amount payable on, the Specified Redemption DateAmount, as determined by the General Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or paid, provided that such Operating Partnership Units (as the “Tendered Units”) shall have been outstanding for at least one yearcase may be, on the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(fSection 8.04(c) and the provisions of any agreements agreement between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Partners, beginning on the date that is twelve months after the date of issuance of any Common Units held by them(including any Common Units that are issued upon the conversion of LTIP Units), each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, Xenia REIT or any Subsidiary of Xenia REIT) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner Partner’s Common Units at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearAmount. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Operating Partnership (with a copy to the General PartnerXenia REIT) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Limited Partner”), and such notice shall be irrevocable unless otherwise agreed upon by the General Partner. No Limited Partner may deliver more than two Notices one Notice of Redemption during each calendar yearquarter unless otherwise agreed upon by the General Partner. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership one thousand (1,000) Common Units or, if such Limited Partner holds less than 1,000 Operating Partnership one thousand (1,000) Common Units, all of the Operating Partnership Common Units held by such Limited Partner. The Tendering Party Redeeming Limited Partner shall have no right, with respect to any Operating Partnership Common Units so redeemed, to receive any distribution paid with respect to Operating Partnership Common Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f) 8.05(e), and the provisions of any agreements agreement between the Operating Partnership and one or more any Limited Partners Partner with respect to Operating Partnership Units held by themsuch Limited Partners, each such Limited Partner, but not any UDR Partner holding Operating Partnership Units, other than the GP Parenta Unit Purchasing UDR Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date, all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided provided, that such Operating Partnership Units (other than the “Tendered Units”Partnership Units acquired from a decedent) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Partner”). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Except as otherwise provided in Section 8.05(h), the Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f8.05(e) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Common Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Common Partnership Units held by such Limited Partner at an exchange price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right requesting redemption (the “Tendering PartyRedeeming Partner”). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Common Partnership Units or, if such Limited Partner holds less than 1,000 Operating Common Partnership Units, all of the Operating Common Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemedexchanged, to receive any distribution paid with respect to Operating Common Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and ), 8.5(f) and 8.6 hereof, the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner (except as permitted below), shall, after holding its Operating Partnership Units for at least one yearyear (other than the Advisor and its Affiliates), have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special OP Units), held by such Limited Partner (such Units, the “Tendered Units”), in exchange (a “Redemption Right”) ), alternatively, for either REIT shares issuable on, Shares having the same Class designation as the Partnership Units subject to the Redemption Right or the Cash Amount payable on, the Specified Redemption DateAmount, as determined by the General Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or paid, provided that such Operating Partnership Units (as the “Tendered Units”) shall have been outstanding for at least one yearcase may be, on the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner Partner, other than the Special OP Unitholder, the Advisor and their Affiliates, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner (other than the Special OP Unitholder, the Advisor and their Affiliates) may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. Notwithstanding the foregoing, the Special OP Unitholder, the Advisor and their Affiliates will be entitled to have all or a portion of their Partnership Units redeemed pursuant to this Section 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 Special OP Unitholder, 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 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. If the Tendering Party is the Special OP Unitholder, 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 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 entitled to have its Partnership Units redeemed for the Cash Amount (an “Asset Acquisition Redemption”), at any time and under the circumstances described in Section 5.6 hereof.

Redemption Right. (a) Subject to Sections 8.5(b8.4(b), 8.5(c8.4(c), 8.5(d8.4(d), 8.5(e8.4(e), 8.4(f) and 8.5(f) and 8.5 hereof, the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner (except as permitted below), shall, after holding its Operating Partnership Units for at least one yearyear (other than the Advisor and its Affiliates), have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special OP Units), held by such Limited Partner (such Units, the “Tendered Units”), in exchange (a “Redemption Right”) ), alternatively, for REIT shares issuable on, either Trust Units or the Cash Amount payable on, the Specified Redemption DateAmount, as determined by the General Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or paid, provided that such Operating Partnership Units (as the “Tendered Units”) shall have been outstanding for at least one yearcase may be, on the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(eSection 8.04(c) and 8.5(fSection 8.04(d) and the provisions of any agreements agreement between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Partners, beginning on the date that is twelve months after the date of issuance of any Common Units held by them(including any Common Units that are issued upon the conversion of LTIP Units), each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, Company or any Subsidiary of the Company) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner Partner’s Common Units at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearAmount. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Limited Partner”), and such notice shall be irrevocable unless otherwise agreed upon by the General Partner. No Limited Partner may deliver more than two Notices one Notice of Redemption during each calendar yearquarter unless otherwise agreed upon by the General Partner. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership one thousand (1,000) Common Units or, if such Limited Partner holds less than 1,000 Operating Partnership one thousand (1,000) Common Units, all of the Operating Partnership Common Units held by such Limited Partner. The Tendering Party Redeeming Limited Partner shall have no right, with respect to any Operating Partnership Common Units so redeemed, to receive any distribution paid with respect to Operating Partnership Common Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(fSection 8.04(c) and the provisions of any agreements agreement between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Partners, beginning on the date that is twelve months after the date of issuance of any Common Units held by them(including any Common Units that are issued upon the conversion of LTIP Units), each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, ARP REIT or any Subsidiary of ARP REIT) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner Partner’s Common Units at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearAmount. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Operating Partnership (with a copy to the General PartnerARP REIT) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Limited Partner”), and such notice shall be irrevocable unless otherwise agreed upon by the General Partner. No Limited Partner may deliver more than two Notices one Notice of Redemption during each calendar yearquarter unless otherwise agreed upon by the General Partner. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership one thousand (1,000) Common Units or, if such Limited Partner holds less than 1,000 Operating Partnership one thousand (1,000) Common Units, all of the Operating Partnership Common Units held by such Limited Partner. The Tendering Party Redeeming Limited Partner shall have no right, with respect to any Operating Partnership Common Units so redeemed, to receive any distribution paid with respect to Operating Partnership Common Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners holders of Common Units with respect to Operating Partnership Common Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership holder of Common Units for at least one year, shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Common Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided that such Operating Partnership Units (the “Tendered Units”) Limited Partner shall have been outstanding a Limited Partner for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeemed Partner”). No Limited ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Common Units subject to the Notice of Redemption pursuant to Section 8.5(b); and provided, further, that no holder of Common Units may deliver more than two (2) Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Common Units or, if such Limited Partner holds less than 1,000 Operating Partnership Common Units, all of the Operating Partnership Common Units held by such Partner. The Tendering Party Redeemed Partner shall have no right, with respect to any Operating Partnership Common Units so redeemedexchanged, to receive any distribution paid with respect to Operating Partnership Common Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d), 8.5(e8.05(d) and 8.5(f8.05(e) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, on or after the date which is one year after the closing of the Offering, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; PROVIDED, HOWEVER, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company and/or the General Partner elects to purchase, and does purchase, the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and PROVIDED, FURTHER, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e8.05(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them8.05(f), each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, Company) shall have the right (subject to the terms "Redemption Right"), on or after the first anniversary of the date on which he acquires Partnership Units from the Partnership (or such later or earlier date as shall be determined in the sole and conditions set forth herein) absolute discretion of the General Partner at the time of the issuance of the Partnership Units), to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e8.05(e) and 8.5(f8.05(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentCompany, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year, except that such Partnership Units issued in connection with the exercise of the warrants granted in connection with the initial public offering of the General Partner shall be immediately redeemable. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption or the Redeeming Partner requires the General Partner to purchase the Partnership Units for the REIT Shares Amount pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f8.05(e) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at an Redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right requesting redemption (the “Tendering PartyRedeeming Partner”). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemedRedemption, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.4(b), 8.5(c8.4(c), 8.5(d8.4(d), 8.5(e8.4(e), 8.4(f) and 8.5(f) and 8.5 hereof, the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner (except as permitted below), shall, after holding its Operating Partnership Units for at least one yearyear (other than the Advisor and its Affiliates), have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special OP Units), held by such Limited Partner (such Units, the “Tendered Units”), in exchange (a “Redemption Right”) ), alternatively, for either REIT shares issuable on, Shares or the Cash Amount payable on, the Specified Redemption DateAmount, as determined by the General Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or paid, provided that such Operating Partnership Units (as the “Tendered Units”) shall have been outstanding for at least one yearcase may be, on the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. Notwithstanding the foregoing, the General Partner will be entitled to have its Partnership Units redeemed for the Cash Amount (an “Asset Acquisition Redemption”), at any time and under the circumstances described in Section 5.6 hereof.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f8.05(e) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem redeem, on a date that is not later than 30 days after the date set forth on the Notice of Redemption (a the “RedemptionSpecified Redemption Date”) ), all or a portion of the Operating Partnership Units held by such Limited Partner at a price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, Partnership; provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Partner”). No Limited ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner may deliver more than two Notices elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar yearpursuant to Section 8.05(b). A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemedexchanged, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f8.05(e) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at an exchange price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right requesting redemption (the “Tendering PartyRedeeming Partner”). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemedexchanged, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares Shares issuable on, or the Cash Amount payable on, or a combination thereof having an equivalent value to the 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 Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Partnership shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the General Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares 31 Source: TNP STRATEGIC RETAIL TRUST, INC., EX-10.3, 5/11/2009 | Powered by Intelligize

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e8.05(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them8.05(f), each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentPAH LP, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms "Redemption Right"), on or after the first anniversary of the date on which he acquires Partnership Units (or such later or earlier date as shall be determined in the sole and conditions set forth herein) absolute discretion of the General Partner at the time of the issuance of the Partnership Units), to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company and/or the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d), 8.5(e8.05(d) and 8.5(f8.05(e) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, on or after the date which is one year after the closing of the Offering, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; PROVIDED, HOWEVER, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase, and does purchase, the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and PROVIDED, FURTHER, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.distribution

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(fSection 8.04(c) and the provisions of any agreements agreement between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Partners, beginning on the date that is twelve months after the date of issuance of any Common Units held by them(including any Common Units that are issued upon the conversion of LTIP Units), each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, General Partner or any Subsidiary of the General Partner) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner Partner’s Common Units at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearAmount. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Operating Partnership (with a copy to c/o the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Limited Partner”), and such notice shall be irrevocable unless otherwise agreed upon by the General Partner. No Limited Partner may deliver more than two Notices one Notice of Redemption during each calendar yearquarter unless otherwise agreed upon by the General Partner. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership one thousand (1,000) Common Units or, if such Limited Partner holds less than 1,000 Operating Partnership one thousand (1,000) Common Units, all of the Operating Partnership Common Units held by such Limited Partner. The Tendering Party Redeeming Limited Partner shall have no right, with respect to any Operating Partnership Common Units so redeemed, to receive any distribution paid with respect to Operating Partnership Common Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f8.05(e) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem redeem, on a date that is not later than 30 days after the date set forth on the Notice of Redemption (a “Redemption”) the "Specified Redemption Date"), all or a portion of the Operating Partnership Units held by such Limited Partner at a price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, Partnership; provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No Limited ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner may deliver more than two Notices elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar yearpursuant to Section 8.05(b). A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemedexchanged, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.