Common use of Redemption Right Clause in Contracts

Redemption Right. (a) Subject to Sections 8.4(b), 8.4(c), and 8.4(d), each Non-Managing Member shall have the right, commencing on the third anniversary of the Operations Date (the "Redemption Right"), to require the Company to redeem on a Specified Redemption Date all or a portion of the Member Units held by such Non-Managing Member at a redemption price equal to and in the form of the Cash Amount to be paid by the Company, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such third anniversary. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Corporate Manager) by the Non-Managing Member who is exercising the Redemption Right (the "Redeeming Member"); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and provided, further, that no Non-Managing Member may deliver more than two Notices of Redemption during each calendar year. A Non-Managing Member may not exercise the Redemption Right for less than 5,000 Member Units or, if such Non-Managing Members holds less than 5,000 Member Units, all of the Member Units held by such Member. The Redeeming Member shall have no right, with respect to any Member Units so redeemed, to receive any distribution paid with respect to Member Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) Subject to Sections 8.4(b), 8.4(c8.4(d), and 8.4(d8.4(g), each Non-Managing Member shall have the right, commencing on the third anniversary of the Operations Date right (the "“Redemption Right"”), to require the Company to redeem on a Specified Redemption Date all or a portion of the Member Units held by such Non-Managing Member at a redemption price equal to and in the form of the Cash Amount to be paid by the Company, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such third anniversarySpecified Redemption Date. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Corporate Manager) by the Non-Managing Member who is exercising the Redemption Right (the "“Redeeming Member"”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and provided, further, that no Non-Managing Member may deliver more than two Notices of Redemption during each calendar year. A Non-Managing Member may not exercise the Redemption Right for less than 5,000 Member Units or, if such Non-Non- Managing Members holds less than 5,000 Member Units, all of the Member Units held by such Member. The Redeeming Member shall have no right, with respect to any Member Units so redeemed, to receive any distribution paid with respect to Member Units if the record date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (ai) Subject Upon the terms and subject to Sections 8.4(b), 8.4(c), and 8.4(d)the conditions set forth in this Section 4.6, each Non-Managing Member shall have the right, commencing on the third anniversary of the Operations Date Members (other than the PubCo Holdings Group) (the "Redemption Right"), “Redeeming Member”) shall be entitled to require cause the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Units (together with the Member Units held by such Non-Managing Member surrender and delivery of the same number of Class B Shares) for an equivalent number of Class A Shares (a “Redemption”) or, at a redemption price the Company’s election made in accordance with Section 4.6(a)(iii), cash equal to and in the form Cash Election Amount calculated with respect to such Redemption. Absent the prior written consent of the Cash Amount to be paid by the Company, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such third anniversary. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Corporate Manager) by the Non-Managing Member who is exercising the Redemption Right (the "Redeeming Member"); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and provided, further, that no Non-Managing Member may deliver more than two Notices of Redemption during each calendar year. A Non-Managing Member may not exercise the Redemption Right for less than 5,000 Member Units or, if such Non-Managing Members holds less than 5,000 Member Units, all of the Member Units held by such Member. The Redeeming Member shall have no right, with respect to any each Redemption, a Redeeming Member shall be (A) required to redeem at least a number of Units so redeemedequal to the lesser of [●]1 Units and all of the 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 receive any distribution paid 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. Notwithstanding the foregoing, and subject to Section 4.6(j), a Redeeming Member may exercise its Redemption right (x) with respect to Member at least [●]2 Units at any time and (y) with respect to any of such Member’s Units if such Redemption right is exercised in connection with a valid exercise of such Member’s rights to have the record date Class A Shares issuable in connection with such Redemption to participate in an offering of securities pursuant to Section 2 of the Registration Rights Agreement. Upon the Redemption of all of a Member’s Units, such Member shall, for such distribution is on or after the Specified Redemption Dateavoidance of doubt, cease to be a Member of the Company.

Redemption Right. (ak) The provisions of this Section 7.3 shall only apply after the Exchange Date. Subject to Sections 8.4(b), 8.4(cSection 7.3(b) and Section 7.3(c), and 8.4(d)the provisions of any agreements between the Company and one or more Members, each Non-Managing Member other than Ashford Inc., shall have the right, commencing on the third anniversary of the Operations Date right (the "“Redemption Right"), ”) to require the Company to redeem on a Specified Redemption Date all or a portion of the Member Common Units held by such Non-Managing Member (the “Redeeming Member”) at a redemption price per Common Unit equal to and in the form of the Cash Amount to be paid by the Company, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such third anniversaryCompany on the Specified Redemption Date. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Corporate Manager) by the Non-Managing Member who is exercising the Redemption Right (the "Redeeming Member"); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and provided, further, that no Non-Managing Member may deliver more than two Notices of Redemption during each calendar year. A Non-Managing Member may not exercise the Redemption Right for less than 5,000 Member one thousand (1,000) Common Units or, if such Non-Managing Members Member holds less than 5,000 Member one thousand (1,000) Common Units, all of the Member Common Units held by such Member. The Neither the Redeeming Member nor any permitted or purported assignee of any Member shall have no any right, with respect to any Member Common Units so redeemed, to receive any distribution distributions paid with respect to Member Units if the record date for such distribution is on or after the Specified Redemption DateDate except as provided in Section 7.3(b). Each Redeeming Member agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the Manager may reasonably require in connection with any redemption.

Redemption Right. (a) Subject Except as set forth in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Sections 8.4(b)Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, 8.4(c), and 8.4(d)beginning on the date that is 12 months after the date of issuance of any Common Units, each Non-Managing Member (other than EFC or any direct or indirect wholly owned Subsidiary of EFC) shall have the right, commencing on the third anniversary of the Operations Date right (the "“Redemption Right"), ”) to require the Company to redeem on a Specified Redemption Date (as hereinafter defined) all or a portion of the Member such Member’s Common Units held by such Non-Managing Member at a redemption price equal to and in the form of the Cash Amount to be paid by the Company, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such third anniversaryAmount. The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Company (with a copy to the Corporate ManagerEFC) by the Non-Managing Member who is exercising the Redemption Right (the "“Redeeming Member"”); provided, however, that and such notice shall be irrevocable unless otherwise agreed upon by the Company shall not be obligated to satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and provided, further, that no Non-Managing Board. No Member may deliver more than two Notices one Notice of Redemption during each calendar yearquarter unless otherwise agreed upon by the Board. A Non-Managing Member may not exercise the Redemption Right for less than 5,000 Member one thousand (1,000) Common Units or, if such Non-Managing Members Member holds less than 5,000 Member one thousand (1,000) Common Units, all of the Member Common Units held by such Member. The Redeeming Member shall have no right, with respect to any Member Common Units so redeemed, to receive any distribution paid with respect to Member Common Units if the record date Company Record Date for such distribution is on or after the Specified Redemption Date.

Redemption Right. (a) The provisions of this Section 7.3 shall only apply after the Exchange Date. Subject to Sections 8.4(b), 8.4(cSection 7.3(b) and Section 7.3(c), and 8.4(d)the provisions of any agreements between the Company and one or more Members, each Non-Managing Member other than Ashford Inc., shall have the right, commencing on the third anniversary of the Operations Date right (the "“Redemption Right"), ”) to require the Company to redeem on a Specified Redemption Date all or a portion of the Member Common Units held by such Non-Managing Member (the “Redeeming Member”) at a redemption price per Common Unit equal to and in the form of the Cash Amount to be paid by the Company, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such third anniversaryCompany on the Specified Redemption Date. The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Corporate Manager) by the Non-Managing Member who is exercising the Redemption Right (the "Redeeming Member"); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and provided, further, that no Non-Managing Member may deliver more than two Notices of Redemption during each calendar year. A Non-Managing Member may not exercise the Redemption Right for less than 5,000 Member one thousand (1,000) Common Units or, if such Non-Managing Members Member holds less than 5,000 Member one thousand (1,000) Common Units, all of the Member Common Units held by such Member. The Neither the Redeeming Member nor any permitted or purported assignee of any Member shall have no any right, with respect to any Member Common Units so redeemed, to receive any distribution distributions paid with respect to Member Units if the record date for such distribution is on or after the Specified Redemption DateDate except as provided in Section 7.3(b). Each Redeeming Member agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the Manager may reasonably require in connection with any redemption.

Redemption Right. If the Rio Tinto Members own, in the aggregate, less than five percent (a5%) Subject (subject to Sections 8.4(b)adjustment to reflect any Units split or reverse Unit split, 8.4(c)Unit distribution, and 8.4(d)Unit reclassification, each Non-Managing Member recapitalization or similar event) of the Initial Units, the Company shall have the right, commencing on the third anniversary right to acquire by redemption all of the Operations Date Common Membership Units held by the Rio Tinto Members (the "CPE Redemption Right"), ) at a price to require be paid by the Company to redeem on a Specified Redemption Date all or a portion of the Member Units held by such Non-Managing Member at a redemption price 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 CompanyRio Tinto Members (the "CPE Redeemed Units") and shall specify a date, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such third anniversary. The which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be exercised completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to a Notice of Section 10.1.2, then, on the CPE Redemption delivered Date (i) the Rio Tinto Members shall transfer and surrender to the Company (with a copy the CPE Redeemed Units and represent and warrant to the Corporate Manager) Company that the CPE Redeemed Units are owned by the Non-Managing Member who is exercising the Redemption Right Rio Tinto Members free and clear of all liens and encumbrances and (the "Redeeming Member"); provided, however, that ii) the Company shall not be obligated to satisfy such Redemption Right if (x) cancel the Corporate Manager elects to purchase the Member Units subject CPE Redeemed Units, (y) pay to the Notice of Redemption; Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 10.1.1 and provided, further, that no Non-Managing Member may deliver more than two Notices of Redemption during each calendar year. (z) revise Exhibit A Non-Managing Member may not exercise accordingly to reflect the Redemption Right for less than 5,000 Member Units or, if such Non-Managing Members holds less than 5,000 Member Units, all cancellation of the Member CPE Redeemed Units held by such Member. The Redeeming Member shall have no right, with respect pursuant to any Member Units so redeemed, to receive any distribution paid with respect to Member Units if the record date for such distribution is on or after the Specified Redemption Datethis Section 10.1.1.

Redemption Right. (a) Subject to Sections 8.4(b)Section 8.04(c) and the provisions of any agreement between the Partnership and one or more Limited Partners, 8.4(c), and 8.4(dbeginning on the date that is eighteen months after the date of issuance of any Common 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 Non-Managing Member Limited Partner (other than GIP REIT or any Subsidiary of GIP REIT) shall have the right, commencing on the third anniversary of the Operations Date right (the "“Redemption Right"), ”) to require the Company Partnership to redeem on a Specified Redemption Date all or a portion of the Member such Limited Partner’s Common Units held by such Non-Managing Member at a redemption price equal to and in the form of the Cash Amount to be paid by the Company, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such third anniversaryRedemption Amount. The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Company Partnership (with a copy to the Corporate ManagerGeneral Partner ) by the Non-Managing Member Limited Partner who is exercising the Redemption Right (the "Redeeming Member"“Tendering Party”); provided, however, that and such notice shall be irrevocable unless otherwise agreed upon by the Company shall not be obligated to satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and provided, further, that no Non-Managing Member 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 Non-Managing Member Limited Partner may not exercise the Redemption Right for less than 5,000 Member one thousand (1,000) Common Units or, if such Non-Managing Members Limited Partner holds less than 5,000 Member one thousand (1,000) Common Units, all of the Member Common Units held by such MemberLimited Partner. The Redeeming Member Tendering Party shall have no right, with respect to any Member Common Units so redeemed, to receive any distribution paid with respect to Member Common Units if the record date for such distribution is on or after the Specified Redemption Date.