Common use of Redemption Rights Clause in Contracts

Redemption Rights. "a) (i) Except as provided in Sections 7.6 (b) and (c) and except as may otherwise be prohibited by the Securities Act, on or at any time after the Adoption Date and until the REIT Termination Date, each Limited Partner, other than the 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 Units held by such Limited Partner at a redemption price equal to, and in the form of the Cash Amount to be paid by the Partnership. The Redemption Right shall be exercised pursuant to a Redemption Notice (a form of which is attached as Exhibit A hereto) delivered to the REIT by the 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 REIT purchases the Units subject to the Redemption Notice pursuant to Section 7.6(a)(ii). A Limited Partner may not exercise the Redemption Right for less than 100 Units or, if such Limited Partner holds less than 100 Units, all of the Units held by such Limited Partner. The Redeeming Partner shall have no right, with respect to any Units so redeemed, to receive any distributions paid after the Specified Redemption Date if the Partnership Record Date for that distribution is after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights such Limited Partner has pursuant to this Section 7.6(a)(i) (in which case the Assignee will be the "Redeeming Partner" for the purposes of the rights and restrictions contained in this Section 7.6) 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 such Assignee on behalf of such Limited Partner, the Redemption Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner.

Redemption Rights. "(a) (i) Except as provided in Subject to the provisions of Sections 7.6 (b3.8(b) and (c) and except as may otherwise be prohibited by the Securities Act, on or at any time after the Adoption Date and until the REIT Termination Dated), each Limited Partner, other than the REIT Partner shall have the right (the "a “Redemption Right"”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the OP Units and/or Participation Interest held by such Limited Partner at a redemption price equal to, to and in the form of the Cash Redemption Amount at any time after the later of (i) the last day of the Initial Investment Period and (ii) the first anniversary of the date such Limited Partner acquired the OP Units it seeks to be paid by the Partnershipredeem. The Redemption Right shall be exercised pursuant to a Redemption Notice notice (a form “Notice of which is attached as Exhibit A heretoRedemption”) delivered to the REIT Partnership (with a copy to the General Partner) by the 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 REIT purchases Trust elects to purchase the OP Units and/or Participation Interest subject to the Notice of Redemption Notice pursuant to Section 7.6(a)(ii3.8(c). A Limited Partner may not exercise the Redemption Right for less than 100 Units or, if such Limited Partner holds less than 100 Units, all of the Units held by such Limited Partner. The Redeeming Partner shall have no right, with respect to any OP Units and/or Participation Interests 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 tenth Business Day following the date the General Partner receives the Notice of Redemption Date if (the Partnership Record Date for that distribution is after the “Specified Redemption Date”). The Assignee If, and beginning with the first day of any Limited Partner may exercise the rights such Limited Partner has pursuant to this Section 7.6(a)(i) (first taxable year in which case which, the Assignee will be the "Redeeming Partner" Partnership no longer qualifies for the purposes Private Placement FTP Exemption, the Redemption Right shall comply with the requirements of the rights and restrictions contained in this Regulations Section 7.61.7704-l(f) 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 Assigneeconstrued and administered in accordance therewith. In connection with any exercise of such rights by such Assignee on behalf of such Limited Partner, The General Partner may modify the Redemption Amount shall be paid by Right from time to time in its discretion to ensure that the Partnership directly terms of the Redemption Right comply and continue to comply with such Assignee and not to such Limited Partnerrequirements.

Redemption Rights. "a) (i) Except as provided in Sections 7.6 (b) Subject to the terms and (c) and except as may otherwise be prohibited by the Securities Actconditions hereof, on or at any time after following the Adoption Date and until first anniversary of the REIT Termination Effective Date, each the Limited Partner, other than the REIT Partner shall have the right (the "Redemption Right") to cause the Partnership to redeem all or any portion (but not less than 500) of the Partnership Units then held by the Limited Partner. The redemption price per Partnership Unit (the "Redemption Price") shall be equal to the Market Value of one share of common stock of WEA and shall be payable, at the option of the General Partner, in the form of cash or shares of common stock of WEA (valued at the Market Value), or any combination thereof, within ten business days following written notice to the General Partner of the exercise of the Redemption Right. In addition to the Redemption Price, the Limited Partner shall also be entitled to receive cash or WEA common stock in an amount equal to any accrued but unpaid Priority Return related to the Partnership Units which are being redeemed. Except for the Redemption Right, no Limited Partner shall have the right to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Units held by such Limited Partner at a redemption price equal to, and in the form of the Cash Amount to be paid by the Partnership. The Redemption Right shall be exercised pursuant to a Redemption Notice (a form of which is attached as Exhibit A hereto) delivered to the REIT by the 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 REIT purchases the Units subject to the Redemption Notice pursuant to Section 7.6(a)(ii). A Limited Partner may not exercise the Redemption Right for less than 100 Units or, if such Limited Partner holds less than 100 Units, all of the Units held by such Limited Partner. The Redeeming In the event that the General Partner elects to pay the Redemption Price in the form of cash, any portion of the Redemption Price which remains unpaid for more than ten (10) Business Days after delivery of a valid redemption notice, shall have no rightthereafter bear interest at the then-prevailing adjusted short-term applicable federal rate as of the date of such notice. Any exercise of the Redemption Rights hereunder shall be subject to and conducted in accordance with the terms and conditions of (including, without limitation, notices, required deliveries and deemed representations) Section 16 of the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of August 3, 1998, as the same may be amended, supplemented or modified form time to time, except to the extent inconsistent with respect any of the express terms and conditions of this Agreement and subject to any Units so redeemed, such modifications or adjustments as may be appropriate to receive any distributions paid after reflect that the Specified Redemption Date if Rights apply to the Partnership Record Date for that distribution is after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights such Limited Partner has pursuant to this Section 7.6(a)(i) (in which case the Assignee will be the "Redeeming Partner" for the purposes of the rights and restrictions contained in this Section 7.6) 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 such Assignee on behalf of such Limited Partner, the Redemption Amount shall be paid by the Partnership directly to such Assignee and not to such Limited PartnerUnits.

Redemption Rights. "a) (i) Except as provided Subject to and in Sections 7.6 (b) and (c) and except as may otherwise be prohibited by accordance with the Securities Act, on or at any time after the Adoption Date and until the REIT Termination Dateprovisions of this Section 3.8, each Limited Partner, other than the REIT Partner shall have the right (the a "Redemption Right") to require request that the Partnership to redeem on for cash at the Current Unit Value in the case of Units, or at the Current Participation Interest Value in the case of a Specified Redemption Date Participation Interest, all or a portion of the Units or Participation Interest held by such Limited Partner at by delivering a redemption price equal to, notice (a "Notice of Redemption") to the Partnership and in the form General Partner specifying the number of Units or the portion of the Cash Amount to be paid Participation Interest held by the Partnership. The Redemption Right shall be exercised pursuant to a Redemption Notice such Partner (a form of which is attached as Exhibit A hereto) delivered to the REIT by the Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"); provided) that it requests to be redeemed at any time within the last 45 days of any calendar year ending after the later of (i) the last day of the Initial Investment Period and (ii) the first anniversary of the date such Partner acquired the Units or such portion of its Participation Interest that it seeks to redeem. If, howeverand beginning with the first day of the first taxable year in which, the Partnership no longer qualifies for the Private Placement PTP Exemption, the Redemption Right shall comply with the requirements of Regulations Section 1.7704-1(f) and shall be construed and administered in accordance therewith. The General Partner may modify the Redemption Right from time to time in its discretion to ensure that the Partnership shall not be obligated to satisfy such terms of the Redemption Right if comply and continue to comply with such requirements. If a Partner requests a redemption pursuant to the REIT purchases first sentence of this Section 3.8 (a "Liquidating Redemption"), the General Partner shall use its reasonable best efforts to redeem the number of Units or the portion of the Participation Interest specified in the Notice of Redemption for cash at the Current Unit Value in the case of Units, or at the Current Participation Interest Value in the case of a Participation Interest, on or before the last day of the calendar year following the year in which such Notice of Redemption was delivered, subject to the Redemption Notice pursuant to Section 7.6(a)(ii). A Limited Partner may not exercise the Redemption Right for less than 100 Units or, if such Limited Partner holds less than 100 Units, all of the Units held by such Limited Partner. The Redeeming Partner shall have no right, with respect to any Units so redeemed, to receive any distributions paid after the Specified Redemption Date if the Partnership Record Date for that distribution is after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights such Limited Partner has pursuant to this Section 7.6(a)(i) (in which case the Assignee will be the "Redeeming Partner" for the purposes of the rights and restrictions contained in this Section 7.6) 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 such Assignee on behalf of such Limited Partner, the Redemption Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner.following:

Redemption Rights. "a) (i) Except as provided in Sections 7.6 (b) A. Subject to Section 8.4.B or C and (c) and except as may otherwise be prohibited by the Securities Actsubject to Section 11.3.D, on or at any time after the Adoption Date and until the REIT Termination Initial Redemption Date, each Limited Partner, Partner (other than the REIT an LXP LP) 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 at a redemption price equal to, and in (the form of “Tendered Units”) for the Cash Redemption Amount to be paid delivered by the Partnership; provided, however, that, at the option of the General Partner, such Partnership Units may be redeemed for the Share Redemption Amount to be delivered by the Partnership. The Redemption Right shall be exercised pursuant to a Notice of Redemption Notice (a form of which is attached as Exhibit A hereto) delivered to the REIT General Partner by the 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 REIT purchases the Units subject to the Redemption Notice pursuant to Section 7.6(a)(ii”). A Limited Partner may not exercise the Redemption Right for less fewer than 100 five hundred (500) Partnership Units or, if such Limited Partner holds less fewer than 100 five hundred (500) 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 after the Specified Redemption Date if the Partnership Record Date for that distribution is after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner has pursuant to this Section 7.6(a)(i) (in which case the Assignee will be the "Redeeming Partner" for the purposes of the rights and restrictions contained in this Section 7.6) 8.4, 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 ’s Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Limited Partner, the Redemption Amount shall be paid delivered by the Partnership directly to such Assignee and not to such Limited Partner.

Redemption Rights. "a) (i) Except as provided in Sections 7.6 (b) and (c) and except as may otherwise be prohibited by the Securities Act, on or at any time A. Beginning after the Adoption first year anniversary of the Effective Date and until ending on the REIT Termination ninth anniversary of the Effective Date, each Limited Partner, other than the REIT Non-Managing Member shall have the right (the "“Redemption Right"”) (subject to the terms and conditions set forth herein) to require the Partnership Company to redeem on a Specified Redemption Date all or a portion of the Non-Managing Member Units held by such Limited Partner at a redemption price equal to, and in the form of Non-Managing Member (all such Non-Managing Member Units being hereafter called “Tendered Units”) for the Cash Amount to be paid by the Partnership. The Redemption Right shall be exercised pursuant to a Redemption Notice (a form of which is attached as Exhibit A hereto) delivered to the REIT by the Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"”Redemption”); provided, however, that at the Partnership election of and in the sole and absolute discretion of the Managing Member, the Managing Member may elect to assume the Company’s obligation with respect to the Redemption (though such assumption shall not be obligated relieve the Company from such obligation in the event the Managing Member fails to fulfill such obligation) and, at the election of and in the sole and absolute discretion of the Managing Member, to satisfy such the Redemption Right if by paying (i) either the Cash Amount or (ii) a number of REIT Shares equal to the REIT purchases Shares Amount payable on the Redemption Date. Notwithstanding the foregoing, a third party lender that has acquired a Membership Interest upon the foreclosure of debt secured by such Membership Interest in accordance with Section 11.3.A hereof shall have the right to tender such Non-Managing Member Units for Redemption (subject to the Redemption Notice terms and conditions set forth herein) and require the Company to acquire all of those Non-Managing Member Units which were acquired by such lender pursuant to Section 7.6(a)(ii)such foreclosure and which were issued by the Company at least one year prior to the related Redemption Date. A Limited Partner may not exercise Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the Company by the Non-Managing Member exercising the Redemption Right for less than 100 Units or, if such Limited Partner holds less than 100 Units, all of (the Units held by such Limited Partner“Tendering Party”). The Redeeming Partner shall have no right, with respect to any Units so redeemed, to receive any distributions paid after On the Specified Redemption Date if the Partnership Record Date for that distribution is after the Specified Redemption Date. The Assignee of any Limited Partner , the Tendering Party shall sell the Tendered Units to the Company or the Managing Member, as the case may exercise be, in accordance with this Section 8.6.A. Any Tendered Units assumed by the rights such Limited Partner has Managing Member pursuant to this Section 7.6(a)(i) (in which case 8.6.A shall be held by the Assignee will be the "Redeeming Partner" for the purposes of Managing Member as Managing Member Units with all the rights and restrictions contained preferences relating thereto as provided in this Section 7.6Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Company may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares issuable upon such Limited Partner Redemption are not registered for resale under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Company’s view, to effect compliance with the Securities Act. If a Cash Amount is to be delivered upon the Redemption, the Cash Amount shall be delivered as a certified check payable to the Tendering Party or, in the Company’s or Managing Member’s sole discretion, as the case may be, in immediately available funds. If REIT Shares are to be delivered upon the Redemption, the REIT Shares Amount shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit, and other restrictions provided in the Charter or the Bylaws of the Managing Member in the event the REIT Shares issuable upon such Redemption are not registered for resale under the Securities Act, the Securities Act and relevant state securities or “blue sky” laws. The Tendering Party shall be deemed to have assigned the owner of such REIT Shares and Rights for all purposes, including, without limitation, rights to such Assignee vote or consent, receive dividends, and shall be bound exercise rights, as of the Redemption Date. REIT Shares issued upon an acquisition of the Tendered Units by the exercise of Managing Member pursuant to this Section 8.6.A may contain such rights by legends regarding restrictions on Transfer or ownership to protect the Managing Member’s tax status as a REIT and in the event the REIT Shares issuable upon such Limited Partner's Assignee. In connection Redemption are not registered for resale under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with any exercise of such rights by such Assignee on behalf of such Limited Partner, the Redemption Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partnerlaws.

Redemption Rights. "a) (i) Except as provided Subject to and in Sections 7.6 (b) and (c) and except as may otherwise be prohibited by accordance with the Securities Act, on or at any time after the Adoption Date and until the REIT Termination Dateprovisions of this Section 3.8, each Limited Partner, other than the REIT Partner shall have the right (the "a “Redemption Right"”) to require request that the Partnership to redeem on for cash at the Current Unit Value in the case of Units, or at the Current Participation Interest Value in the case of a Specified Redemption Date Participation Interest, all or a portion of the Units or Participation Interest held by such Limited Partner by delivering a notice (a “Notice of Redemption”) to the Partnership and the Managing General Partner specifying the number of Units or the portion of the Participation Interest held by such Partner (a “Redeeming Partner”) that it requests to be redeemed at a redemption price equal toany time within the last 45 days of any calendar year ending after the later of (i) the last day of the Initial Investment Period and (ii) the first anniversary of the date such Partner acquired the Units or such portion of its Participation Interest that it seeks to redeem. If, and in beginning with the form first day of the Cash Amount to be paid by first taxable year in which, the Partnership. The Partnership no longer qualifies for the Private Placement PTP Exemption, the Redemption Right shall comply with the requirements of Regulations Section 1.7704-1(f) and shall be exercised pursuant to a Redemption Notice (a form of which is attached as Exhibit A hereto) delivered to the REIT by the Limited construed and administered in accordance therewith. The Managing General Partner who is exercising may modify the Redemption Right from time to time in its discretion to ensure that the terms of the Redemption Right comply and continue to comply with such requirements. If a Partner requests a redemption pursuant to the first sentence of this Section 3.8 (the "Redeeming Partner"a “Liquidating Redemption”); provided, however, that the Partnership shall not be obligated to satisfy redeem the number of Units or the portion of the Participation Interest specified in the Notice of Redemption for cash at the Current Unit Value in the case of Units, or at the Current Participation Interest Value in the case of a Participation Interest, in each case as of the date of redemption, on or before the last day of the calendar year following the year in which such Notice of Redemption Right if the REIT purchases the Units was delivered, subject to the Redemption Notice pursuant to Section 7.6(a)(ii). A Limited Partner may not exercise the Redemption Right for less than 100 Units or, if such Limited Partner holds less than 100 Units, all of the Units held by such Limited Partner. The Redeeming Partner shall have no right, with respect to any Units so redeemed, to receive any distributions paid after the Specified Redemption Date if the Partnership Record Date for that distribution is after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights such Limited Partner has pursuant to this Section 7.6(a)(i) (in which case the Assignee will be the "Redeeming Partner" for the purposes of the rights and restrictions contained in this Section 7.6) 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 such Assignee on behalf of such Limited Partner, the Redemption Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner.following:

Redemption Rights. "aA. On or after the date fourteen (14) months after (i) Except the Effective Date, with respect to the Partnership Units acquired on or contemporaneously with the Effective Date, (ii) the respective Option Agreement Effective Date, with respect to the Partnership Units received pursuant to Option Agreements, (iii) the ROFO Agreement Effective Date, with respect to the Partnership Units received pursuant to the ROFO Agreement, or on or after such later date as expressly provided in Sections 7.6 (b) an agreement entered into between the Partnership and (c) and except as may otherwise be prohibited by the Securities Act, on or at any time after the Adoption Date and until the REIT Termination DateLimited Partner, each Limited Partner, other than the REIT Partner shall have the right (subject to the "Redemption Right"terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units held by such Limited Partner at a redemption price equal to, and (such Partnership Units being hereafter referred to as "Tendered Units") in the form of exchange for the Cash Amount to be paid by the Partnership. The Redemption Right shall be exercised pursuant to a Redemption Notice (a form of which is attached as Exhibit A hereto) delivered to the REIT by the Limited Partner who is exercising the Redemption Right (the "Redeeming PartnerRedemption"); provided, however, provided that the terms of such Partnership shall Units do not be obligated provide that such Partnership Units are not entitled to satisfy a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such Redemption Right if the REIT purchases the Units subject to the Redemption Notice pursuant to Section 7.6(a)(ii). A Limited Partner may not exercise the Redemption Right for less than 100 Units or, if such Limited Partner holds less than 100 Partnership Units, all Partnership Units shall be entitled to a right of the Units held by such Limited PartnerRedemption hereunder. The Redeeming Tendering Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date if the Partnership Record Date for that distribution is on or after the Specified Redemption Date. The Assignee Any Redemption shall be exercised pursuant to a Notice of any Redemption delivered to the General Partner by the Limited Partner may exercise who is exercising the rights such Limited Partner has pursuant to this Section 7.6(a)(i) right (in which case the Assignee will be the "Redeeming Tendering Partner" for the purposes of the rights and restrictions contained in this Section 7.6) 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 such Assignee on behalf of such Limited Partner, the Redemption The Cash Amount shall be paid by payable to the Partnership directly to such Assignee and not to such Limited PartnerTendering Partner within ten (10) days of the Specified Redemption Date.

Redemption Rights. "(a) (i) Except as provided in Sections 7.6 (b) Subject to the terms and (c) and except as may otherwise be prohibited by the Securities Actconditions hereof, on or at any time after following the Adoption Date and until first (1st) anniversary of the REIT Termination Date, each issuance of any Class A Partnership Unit to a Limited Partner, other than the REIT such Limited Partner or its Assignee shall have the right (the "“Redemption Right"”) to cause the Partnership to redeem all or any portion of the Class A Partnership Units then held by the Limited Partner or its Assignee (a “Redemption”) for a price per Class A Partnership Unit (the “Redemption Price”) equal to the Cash Amount payable within ten (10) Business Days following written notice to the General Partner of the exercise of the Redemption Right; provided, however, that at the election of and in the sole and absolute discretion of the General Partner, the General Partner may elect to assume the Partnership’s obligation with respect to the Redemption (though such assumption shall not relieve the Partnership from such obligation in the event the General Partner fails to fulfill such obligation) and, at the election of and in the sole and absolute discretion of the General Partner, to satisfy the Redemption by paying the Redemption Price in either (i) the Cash Amount or (ii) delivering a number of REIT Shares equal to the REIT Shares Amount, or any combination of the foregoing, and in either case payable within ten (10) Business Days following written notice to the General Partner of the exercise of the Redemption Right. Except for the Redemption Right, no Limited Partner or Assignee shall have the 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 at or Assignee. If a redemption price equal toCash Amount is to be delivered upon a Redemption, and the Cash Amount shall be delivered as a certified check payable to the tendering holder of the applicable Class A Partnership Units or, in the Partnership’s or the General Partner’s sole discretion, as the case may be, in immediately available funds via wire transfer to an account or account(s) specified by the tendering holder of the applicable Class A Partnership Units. In the event that the General Partner elects to pay the Redemption Price in the form of the Cash Amount to be paid by the Partnership. The Redemption Right REIT Shares, such REIT Shares shall be exercised pursuant to a Redemption Notice (a form duly authorized, validly issued, fully paid and non-assessable REIT Shares, free of which is attached as Exhibit A hereto) delivered to the REIT by the Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"); providedany pledge, howeverlien, that the Partnership shall not be obligated to satisfy such Redemption Right if the REIT purchases the Units subject to the Redemption Notice pursuant to Section 7.6(a)(ii). A Limited Partner may not exercise the Redemption Right for less encumbrance or restriction, other than 100 Units or, if such Limited Partner holds less than 100 Units, all any ownership limit and other restrictions and limitations of the Units held by NHP Charter that may apply to such Limited Partner’s acquisition of REIT Shares (collectively, the “Charter Restrictions”). The Redeeming Partner REIT Shares issued in exchange for Class A Partnership Units in a Redemption shall have no rightbe registered under the Securities Act of 1933, with respect to any Units so redeemedas amended, to receive any distributions paid after the Specified Redemption Date if the Partnership Record Date for that distribution is after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights such Limited Partner has pursuant to this Section 7.6(a)(i) (in which case the Assignee will be the "Redeeming Partner" for the purposes of the rights and restrictions contained in this Section 7.6) 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 AssigneeRegistration Rights Agreement. In connection with any Redemption, except as provided in any applicable Charter Restrictions, the receiving party of any REIT Shares shall be deemed the owner of such REIT Shares for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the date (with respect to such Redemption, the “Transfer Date”) that is the earlier of (A) the date of receipt of such REIT Shares or (B) ten (10) Business Days following written notice to the General Partner of the exercise of such rights by such Assignee on behalf of such Limited Partner, the Redemption Amount shall be paid by the Partnership directly to such Assignee and not to such Limited PartnerRight.

Redemption Rights. "(a) (i) Except as provided in Sections 7.6 (b) Subject to the terms and (c) and except as may otherwise be prohibited by the Securities Actconditions hereof, on or at any time after following the Adoption Date and until first (1st) anniversary of the REIT Termination Date, each issuance of any Class A Partnership Unit to a Limited Partner, other than the REIT such Limited Partner or its Assignee shall have the right (the "“Redemption Right"”) to cause the Partnership to redeem all or any portion of the Class A Partnership Units then held by the Limited Partner or its Assignee (a “Redemption”) for a price per Class A Partnership Unit (the “Redemption Price”) equal to the Cash Amount payable within ten (10) Business Days following written notice to the General Partner of the exercise of the Redemption Right; provided, however, that at the election of and in the sole and absolute discretion of the General Partner, the General Partner may elect to assume the Partnership’s obligation with respect to the Redemption (though such assumption shall not relieve the Partnership from such obligation in the event the General Partner fails to fulfill such obligation) and, at the election of and in the sole and absolute discretion of the General Partner, to satisfy the Redemption by paying the Redemption Price in either (i) the Cash Amount or (ii) delivering a number of REIT Shares equal to the REIT Shares Amount, or any combination of the foregoing, and in either case payable within ten (10) Business Days following written notice to the General Partner of the exercise of the Redemption Right. Except for the Redemption Right, no Limited Partner or Assignee shall have the 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 at or Assignee. If a redemption price equal toCash Amount is to be delivered upon a Redemption, and the Cash Amount shall be delivered as a certified check payable to the tendering holder of the applicable Class A Partnership Units or, in the Partnership’s or the General Partner’s sole discretion, as the case may be, in immediately available funds via wire transfer to an account or account(s) specified by the tendering holder of the applicable Class A Partnership Units. In the event that the General Partner elects to pay the Redemption Price in the form of the Cash Amount to be paid by the Partnership. The Redemption Right REIT Shares, such REIT Shares shall be exercised pursuant to a Redemption Notice (a form duly authorized, validly issued, fully paid and non-assessable REIT Shares, free of which is attached as Exhibit A hereto) delivered to the REIT by the Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"); providedany pledge, howeverlien, that the Partnership shall not be obligated to satisfy such Redemption Right if the REIT purchases the Units subject to the Redemption Notice pursuant to Section 7.6(a)(ii). A Limited Partner may not exercise the Redemption Right for less encumbrance or restriction, other than 100 Units or, if such Limited Partner holds less than 100 Units, all any ownership limit and other restrictions and limitations of the Units held by VTR Charter that may apply to such Limited Partner’s acquisition of REIT Shares (collectively, the “Charter Restrictions”). The Redeeming Partner REIT Shares issued in exchange for Class A Partnership Units in a Redemption shall have no rightbe registered under the Securities Act of 1933, with respect to any Units so redeemedas amended, to receive any distributions paid after the Specified Redemption Date if the Partnership Record Date for that distribution is after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights such Limited Partner has pursuant to this Section 7.6(a)(i) (in which case the Assignee will be the "Redeeming Partner" for the purposes of the rights and restrictions contained in this Section 7.6) 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 AssigneeRegistration Rights Agreement. In connection with any Redemption, except as provided in any applicable Charter Restrictions, the receiving party of any REIT Shares shall be deemed the owner of such REIT Shares for all purposes, including, without limitation, rights to vote or consent, receive dividends, and exercise rights, as of the date (with respect to such Redemption, the “Transfer Date”) that is the earlier of (A) the date of receipt of such REIT Shares or (B) ten (10) Business Days following written notice to the General Partner of the exercise of such rights by such Assignee on behalf of such Limited Partner, the Redemption Amount shall be paid by the Partnership directly to such Assignee and not to such Limited PartnerRight.

Redemption Rights. "a) (i) Except as provided in A. Subject to Sections 7.6 (b) 8.6.C and (c) and except as may otherwise be prohibited by the Securities Act8.6.D hereof, on or at any time after that date which is twelve (12) months after the Adoption Date and until the REIT Termination Effective Date, each Common Limited Partner, Partner (other than the REIT General Partner) shall have the right (the "Common 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 at a redemption price per Unit equal to, to and in the form of the Cash Amount to be paid by the Partnership. The Common Redemption Right shall be exercised pursuant to a Notice of Redemption Notice (a form of which is attached as Exhibit A hereto) delivered to the REIT Partnership (with a copy to the General Partner) by the Common Limited Partner who is exercising the Redemption Right redemption right (the "Common Redeeming Partner"); provided, however, that the Partnership shall not be obligated to satisfy such Common Redemption Right if the REIT purchases General Partner elects to purchase the Partnership Units subject to the Notice of Redemption Notice pursuant to Section 7.6(a)(ii). 8.6.C. A Common Limited Partner may not exercise the Common Redemption Right for less than 100 one thousand (1,000) Partnership Units or, if such Common Limited Partner holds less than 100 one thousand (1,000) Partnership Units, all of the Partnership Units held by such Common Limited Partner. The Common Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date if the Partnership Record Date for that distribution is on or after the Specified Redemption Date. The Assignee of any Common Limited Partner may exercise the rights of such Common Limited Partner has pursuant to this Section 7.6(a)(i) (in which case the Assignee will be the "Redeeming Partner" for the purposes of the rights and restrictions contained in this Section 7.6) 8.6, and such Common 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 such an Assignee on behalf of such a Common Limited Partner, the Redemption Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Common Limited Partner.