Common use of Registration Procedure Clause in Contracts

Registration Procedure. Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder. The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.

Registration Procedure. Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption SharesCommon Shares underlying the Rights, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no not later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder. The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.

Registration Procedure. Subject Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to any Redemption Shares issued to such Holder, the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the later of (i) the Effective Date or (ii) the date a notice of redemption is delivered by the Holder to the Operating Partnership pursuant to the Operating Partnership Agreement, but must be given at least ten fifteen (1015) business days prior to the consummation of the any sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") SEC as soon as reasonably practicable (but no later than 30 days) after receiving the such Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy each Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). .) Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements thereto necessary for that purpose) until the earlier of (i) the date on which the applicable Holder consummates or Holders consummate the sale of all of the Registrable Securities registered under the Registration Statement, Statement or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Securities Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to each Holder a reasonable number of copies of the final Prospectus and any amendments or supplements theretothereto relating to Registrable Securities held by such Holder. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Redemption Notice from any Holder, include all of the Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy any Holder's Registration Rights pursuant to this Section 3, each Holder agrees that it will respond within three (3) Business Days to any request by the Company to provide or verify information regarding such Holder or such Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the SEC.

Registration Procedure. Subject Unless such Exchange Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Exchange Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption exchange is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the anticipated consummation of the sale of Registrable Securities, which consummation shall in any event be subject to an effective Shelf Registration Statement (as hereinafter defined) or an effective New Registration Statement (as hereinafter defined). As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Michigan. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to Holder) and related prospectus that the Company than has on file with the Commission (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). .) Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided ), provided, that Rule 144 is then available for offers and sales except with respect to any Shelf Registration, such period need to extend beyond nine months after the effective date of the Registrable Securities Registration Statement; and provided further, that with respect to any Shelf Registration, such period need not extend beyond the time period provided in this Section 3.1(a), and which periods, in any event, shall terminate when all the Exchange Shares covered by Holdersuch Registration Statement have been sold (but not before the expiration of the time period provided in Section 4(3) of the Act and Rule 174 thereunder, if applicable). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from Holder, include all of Holder's Exchange Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 above, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten sixty (1060) business days prior to the consummation date on which the Holder desires to consummate of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with with, and has been declared effective by, the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by such Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's ’s Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the forty-sixth (46th) day following commencement of the offering contemplated therein (provided, that the forty-five (45) day period will be extended one day for each day that the Company suspends the offering pursuant to its rights in Section 3.2 hereof) or, if sooner, the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or Statement and (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder”). The Company agrees to provide to each exercising Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of any Holder’s Redemption Shares or any portion thereof in any Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a)). In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 3, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland.

Registration Procedure. Subject Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Redemption Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten thirty (1030) business days Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Redemption Notice from Holder, include all of Holder's Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond within five (5) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall may deliver to the Company Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a "Registration NoticeREGISTRATION NOTICE") informing the Company of such exercise and specifying its desire to have the number of shares to be Redemption Shares underlying its Units registered for resale by Holder sale (such Redemption Shares, together with all additional shares being of Common Stock which may be issued in the future upon redemption of any remaining Units held by Holder, referred to herein as the "Registrable SecuritiesREGISTRABLE SECURITIES"). Such notice may be given at any time on or ; provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the SEC within ninety (90) days after the original filing date a notice of redemption or the Company is delivered by unable to keep such Issuer Registration Statement effective until such time as the Holder no longer owns any Units, the Holder shall be entitled to exercise the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securitiesrights provided under this Section 3.1. Upon receipt of the Registration Notice, if the Company, if it Company has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with with, and has been declared effective by, the Securities and Exchange Commission and which is available for use by Holder remains in connection with effect and not subject to any stop order, injunction or other order or requirement of the offer and sale of Registrable Securities Commission (the "SHELF REGISTRATION STATEMENT") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), then the Company will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "ActNEW REGISTRATION STATEMENT") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration StatementREGISTRATION STATEMENT" and "ProspectusPROSPECTUS" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including including, in each case case, any documents incorporated therein by reference). Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates that is two (2) years after the sale date of all effectiveness of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities Redemption Shares held by the Holder are eligible for immediate sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "ActSECURITIES ACT"), or (iii) provided that Rule 144 is then available for offers and sales the date on which the Holder consummates the sale of all of the Registrable Securities by Redemption Shares. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from the Holder. The Company agrees to provide to Holder a reasonable number of copies , include all of the final Prospectus Holder's Redemption Shares or any portion thereof in any shelf Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a) so long as such shelf Registration Statement remains effective and not the subject of any amendments stop order, injunction or supplements theretoother order of the Commission).

Registration Procedure. Subject Unless such Covered Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption Covered Shares, the Holder shall deliver to the Company a written Registration Rights Agreement notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered, and all additional REIT Preferred Shares and Common Shares obtainable upon exchange of Units which the Company elects to register in a registration hereunder, being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption exchange is delivered by the Holder to the Partnership LLC pursuant to the Partnership Operating Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of date on which the Holder proposes to consummate the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to the Holder) and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant that may include only the Covered Shares that are the subject of the Registration Notice or, at the election of the Company, all REIT Preferred Shares and Common Shares obtainable upon exchange of Units (in which event the Company shall be deemed to Rule 415 (or have satisfied its registration obligation under this Section 3 with respect to such shares and all such shares shall constitute Registrable Securities hereunder and any successor provision) under the Securities Act person receiving such shares upon exchange of 1933, as amended (the "Act"Units shall thereupon be a Holder hereunder) (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its reasonable best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). .) The Holder agrees to provide in writing in a timely manner information regarding the proposed plan of distribution by the Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its reasonable best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, Statement is consummated or (ii) the date on which all of the Registrable Securities are eligible for Registration Rights Agreement sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the Holder, include all of Holder's Covered Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond in writing within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 above, then subject to Sections 1.1(c3.1 (c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten sixty (1060) business days prior to the consummation date on which the Holder desires to consummate of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with with, and has been declared effective by, the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by such Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's ’s Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Holder Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the forty-sixth (46th) day following commencement of the offering contemplated therein (provided, that the forty-five (45) day period will be extended one day for each day that the Company suspends the offering pursuant to its rights in Section 3.2 hereof) or, if sooner, the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or Statement and (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder”). The Company agrees to provide to each exercising Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of any Holder’s Redemption Shares or any portion thereof in any Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a)). In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 3, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland.

Registration Procedure. Subject Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to the Holder) and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's ’s Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). .) The Holder agrees to provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, Statement or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder”). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the Holder, include all of Holder’s Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the The Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable within ninety (but no later than 30 days90) after receiving days of the Registration Notice date of this Agreement a new shelf registration statement and related prospectus, including any preliminary prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended and documents incorporated by reference (the "Act") (a "New Shelf Registration Statement")) that, that complies as to form in all material respects with applicable SEC rules providing for upon effectiveness, registers the offer and sale by Holder each of the Holders of such Holder's Registrable Securities and permits the disposition of the Registrable SecuritiesSecurities in accordance with the Holders' intended method or methods of distribution, and agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to cause such New Shelf Registration Statement to be declared effective by the SEC as soon as practicablepracticable thereafter. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information reasonably requested in writing by the Company in connection with the preparation of and for inclusion in the Shelf Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective continuously effective, free of material misstatements or omissions and otherwise in compliance with the rules, regulations and instructions applicable to such registration form (including the reasonably prompt preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the first date on which Holder consummates all Holders have consummated the sale of all of the such Holders' Registrable Securities registered under the Shelf Registration Statement, Statement or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Securities Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to each Holder a reasonable number of copies of the final Prospectus Shelf Registration Statement, any pre-effective or post-effective amendments thereto, and the related prospectus (including any preliminary prospectus) and any amendments or supplements thereto, and such related documents as any such Holder may reasonably request in order to facilitate the disposition of the Registrable Securities offered by such Holder. The Company further agrees that it will use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement at the earliest possible moment.

Registration Procedure. Subject to Sections 1.1(c) ---------------------- and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.

Registration Procedure. Subject to Sections 1.1(c) and 1.2 ---------------------- hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder. The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.

Registration Procedure. Subject to Sections 1.1(c) and 1.2 hereofthe provisos set forth in the following sentence, if Holder desires to exercise its Registration Rights with respect the Company shall use commercially reasonable efforts, during the period beginning 15 days prior to the Redemption Shares, Holder shall deliver date the Contributors are first permitted to redeem the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership Units pursuant to the Partnership AgreementAgreement and ending 15 days thereafter, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SECCommission") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the an "Act") (a "New Issuer Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by Holder registration of the Registrable Securities, and agrees (subject Redemption Shares to Section 1.2 hereof) be issued to the Contributors. The Company shall use its best commercially reasonable efforts to cause such New the Issuer Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used hereinpracticable following the filing thereof; provided, "Registration Statement" and "Prospectus" refer that the Company shall be entitled to postpone the Shelf filing, or the effectiveness, of the Issuer Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of if (i) the date on which Holder consummates the sale Company is actively pursuing an underwritten primary offering of all of the Registrable Securities registered under the Registration Statementequity securities, or (ii) the date on negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which all negotiation, consummation or event would require additional disclosure by the Company in the Issuer Registration Statement of material information which the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Issuer Registration Statement would be expected, in the Company's reasonable determination, to cause the Issuer Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance a "Suspension Event"); provided, however, that the Company may not delay the filing, or the effectiveness, of the Registrable Securities are eligible Issuer Registration Statement for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holdermore than 60 days. The Company agrees to provide use commercially reasonable efforts to Holder a reasonable number keep such Issuer Registration Statement continuously effective until such time as the Contributors no longer own any Units. Anything contained herein to the contrary notwithstanding, in the event that the Redemption Shares are issued by the Company to the Contributors pursuant to an Issuer Registration Statement, the Company shall be deemed to have satisfied all of copies its registration obligations under this Agreement in respect of the final Prospectus and any amendments or supplements theretosuch Redemption Shares.

Registration Procedure. Subject Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Redemption Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Redemption Notice from any Holder, include all of Holder's Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond within five (5) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, whether to redeem Redemption Units or Series F-1 Preferred Units, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to the Holder) and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's ’s Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). .) The Holder agrees to provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, Statement or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder”). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the Holder, include all of Holder’s Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.

Registration Procedure. Subject Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 above, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten sixty (1060) business days prior to the consummation date on which the Holder desires to consummate of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by such Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the forty-sixth (46th) day following commencement of the offering contemplated therein (provided, that the forty-five (45) day period will be extended one day for each day that the Company suspends the offering pursuant to its rights in Section 3.2 hereof) or, if sooner, the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or Statement and (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to each exercising Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of any Holder's Redemption Shares or any portion thereof in any Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a)). In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 3, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland.

Registration Procedure. Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.

Registration Procedure. Subject to Sections 1.1(c2.1(c) and 1.2 2.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption Exchange Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by the Holder (such shares to be offered being referred to herein as the "Registrable Securities", and such registration, a "Demand Registration"). Such notice may be given at any time on or after the date a notice of redemption exchange is delivered by the Holder to the Partnership BHP pursuant to the Partnership Agreement, but must be given at least ten twenty (1020) business days Business Days prior to the desired consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of Ohio. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant that complies as to Rule 415 (or any successor provision) under form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC and of the rules and regulations thereunder providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such New Registration Statement registration statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement registration statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference).) Prior to filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall (i) provide the Holder with an adequate and appropriate opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto or comparable statement) to be filed with the Commission and (ii) not file any such Registration Statement or Prospectus (or amendment or supplement thereto or comparable statement) with the Commission to which the Holder's counsel or any underwriter shall have reasonably objected on the grounds that such filing does not comply in all material respects with the requirements of the Act and of the rules and regulations thereunder. The Holder agrees to provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Securities and such all other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the In connection with any Registration Statement effective utilized by the Company to satisfy the Holder's Registration Rights pursuant to this Section 2, the Holder agrees that it will respond within ten (including 10) Business Days to any request by the preparation and filing of any amendments and supplements necessary for that purpose) until Company to provide or verify information regarding the earlier of (i) Holder or the date on which Holder consummates Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the sale of all requirements of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all Act and of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers rules and sales of the Registrable Securities by Holder. The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements theretoregulations thereunder.

Registration Procedure. Subject Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of Redemption Shares to be registered by the Company (such shares to be registered for resale by Holder (such shares being referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, if (i) the Company, if it Company has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with with, and has been declared effective by, the Securities and Exchange Commission and which is available for use by Holder remains in connection with effect and not subject to any stop order, injunction or other order or requirement of the offer and sale of Registrable Securities Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), and (ii) the Company has satisfied or intends to satisfy the redemption right exercised by the Holder by issuing Redemption Shares, then the Company will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice Notice, but in no event more than sixty (60) days following receipt of such notice (or five (5) days following receipt of such notice, if such notice is provided within thirty (30) days after the date hereof), a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by such Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's ’s Registration Rights pursuant to this Section 13, including including, in each case case, any documents incorporated therein by reference). Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates that is two (2) years after the sale date of all effectiveness of the Registrable Securities registered under the Registration Statement; provided, or however, that if it is a Shelf Registration Statement, the two (2) years shall commence on the date the Company issues the Redemption Shares, (ii) the date on which all of the Registrable Securities Redemption Shares held by the Holder are eligible for immediate sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Securities Act"”), or (iii) provided that Rule 144 is then available for offers and sales the date on which the Holder consummates the sale of all of the Registrable Securities by registered under the Registration Statement. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from any Holder. The , include all of any Holder’s Redemption Shares or any portion thereof in any Registration Statement (in which event the Company agrees shall be deemed to provide to Holder a reasonable number have satisfied its registration obligation under this Section 3.1(a) so long as such shelf Registration Statement remains effective and not the subject of copies any stop order, injunction or other order of the final Prospectus and any amendments or supplements theretoCommission).

Registration Procedure. Subject Unless such Covered Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption Covered Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered, and all additional REIT Preferred Shares and Common Shares obtainable upon exchange of Units which the Company elects to register in a registration hereunder, being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption exchange is delivered by the Holder to the Partnership LLC pursuant to the Partnership Operating Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of date on which the Holder proposes to consummate the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to the Holder) and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant that may include only the Covered Shares that are the subject of the Registration Notice or, at the election of the Company, all REIT Preferred Shares and Common Shares obtainable upon exchange of Units (in which event the Company shall be deemed to Rule 415 (or have satisfied its registration obligation under this Section 3 with respect to such shares and all such shares shall constitute Registrable Securities hereunder and any successor provision) under the Securities Act person receiving such shares upon exchange of 1933, as amended (the "Act"Units shall thereupon be a Holder hereunder) (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its reasonable best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). .) The Holder agrees to provide in writing in a timely manner information regarding the proposed plan of distribution by the Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its reasonable best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, Statement is consummated or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the Holder, include all of Holder's Covered Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond in writing within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall may deliver to the Company Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying its desire to have the number of shares to be Redemption Shares underlying its Units registered for resale by Holder sale (such Redemption Shares, together with all additional shares being of Common Stock which may be issued in the future upon redemption of any remaining Units held by such Holder, referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or ; provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the Commission within ninety (90) days after the original filing date a notice of redemption or the Company is delivered by unable to keep such Issuer Registration Statement effective until such time as the Holder no longer owns any Units, such Holder shall be entitled to exercise the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securitiesrights provided under this Section 3.1. Upon receipt of the Registration Notice, if (i) the Company, if it Company has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with with, and has been declared effective by, the Securities and Exchange Commission and which is available for use by Holder remains in connection with effect and not subject to any stop order, injunction or other order or requirement of the offer and sale of Registrable Securities Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), and (ii) the Company has satisfied or intends to satisfy the redemption right exercised by the Holder by issuing Redemption Shares, then the Company will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable good faith efforts to cause such the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's ’s Registration Rights pursuant to this Section 13, including including, in each case case, any documents incorporated therein by reference). Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable good faith efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates that is two (2) years after the sale date of all effectiveness of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities held by the Holders are eligible for immediate sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Securities Act"”), or (iii) provided that Rule 144 is then available for offers and sales the date on which the Holders consummate the sale of all of the Registrable Securities. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from any Holder, include all of any Holder’s Registrable Securities by Holder. The or any portion thereof in any shelf Registration Statement (in which event the Company agrees shall be deemed to provide have satisfied its registration obligation under this Section 3.1(a), with respect to Holder a reasonable number the Registrable Securities so included, so long as such shelf Registration Statement remains effective and not the subject of copies any stop order, injunction or other order of the final Prospectus and any amendments or supplements theretoCommission).

Registration Procedure. Subject Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to the Holder) and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's ’s Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference.) Upon receipt of a Registration Notice, the Company will provide notice to each permitted assignee of the Holder that holds Redemption Shares and with respect to which it has not already satisfied its registration obligation of its receipt of the Registration Notice and its obligations (such notice, a “Company Notice”). Each other holder of Redemption Shares shall have ten (10) days from the mailing of the Company Notice to such holder to provide to the Company notice of its intention to include all, but not less than all, of its Registrable Securities in a Registration Statement (such other holder, a “Piggyback Holder” and together with the Holder, the “Selling Holders”). In no event may a Registration Notice be delivered more than once in any calendar year but there shall be no other limit on the number of Registration Notices delivered or registrations effected pursuant to this Section 3.1. The Holder agrees to provide in a timely manner information regarding the proposed distribution by the Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its commercially reasonable best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the Selling Holders consummate the sale of all of the Registrable Securities registered under the Registration Statement, Statement or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder”). The Company agrees to provide to each Selling Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from the Holder, include all of Holder’s Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder’s Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. (i) Subject to Sections 1.1(c2.1(c) and 1.2 2.2 hereof, if the Holder desires to exercise its Registration Rights with respect to the Redemption any Registrable Shares, then the Holder shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of shares Registrable Shares to be registered for resale offered by Holder (such shares being referred to herein as the "Registrable Securities")Holder. Such notice may be given with respect to any Common Shares, at any time and from time to time, on or after the date a notice of redemption is delivered by on which the Holder has the right to the Partnership purchase such Common Shares pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation exercise of a vested portion of the sale of Registrable SecuritiesWarrant (including after the purchase thereof). Upon receipt of any Registration Notice (provided that the Registration Notice, the Company, if it Company has not already caused the Registrable Securities Shares to be included as part of an existing existing, effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (a “Shelf Registration Statement”), in which event event, notwithstanding anything herein to the contrary, the Company shall be deemed to have satisfied its registration obligation under this Section 1.12 with respect to such Registrable Shares that have been included on the Shelf Registration Statement, subject to the maintenance of the effectiveness thereof in accordance with clause (ii) below), will the Company shall cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice (but in any event within 45 days after the receipt thereof) a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable SecuritiesShares on a continuous or delayed basis pursuant to Rule 415 of the Securities Act (a “New Registration Statement”), and which shall include the Registrable Shares that are the subject of the Registration Notice, and, if the Company is not then eligible to file an automatic shelf registration statement on Form S-3, the Company agrees (subject to Section 1.2 2.2 hereof) to use its reasonable best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicablereasonably practicable (and in any event within 105 days after the receipt of a Registration Notice with respect FOIA CONFIDENTIAL TREATMENT REQUEST BY CSG SYSTEM INTERNATIONAL, INC. (Exhibit 10.22I thereto). As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy the Holder's ’s Registration Rights pursuant to this Section 12, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder. The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.

Registration Procedure. Subject Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Redemption Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Redemption Notice from any Holder, include all of Holder's Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond within five (5) Business Days to any request by the Company to provide or 3 verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if either Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall may deliver to the Company Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a "Registration Notice") informing the Company of such exercise and specifying its desire to have the number of shares to be Redemption Shares underlying its Units registered for resale by Holder sale (such Redemption Shares, together with all additional shares being of Common Stock which may be issued in the future upon redemption of any remaining Units held by such Holder, referred to herein as the "Registrable Securities"). Such notice may be given at any time on or ; provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the Commission within ninety (90) days after the original filing date a notice of redemption or the Company is delivered by unable to keep such Issuer Registration Statement effective until such time as the Holder no longer owns any Units, such Holder shall be entitled to exercise the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securitiesrights provided under this Section 3.1. Upon receipt of the Registration Notice, if the Company, if it Company has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), then the Company will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable good faith efforts to cause such the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including including, in each case case, any documents incorporated therein by reference). Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable good faith efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates that is two (2) years after the sale date of all effectiveness of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities held by the Holders are eligible for immediate sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Securities Act"), or (iii) provided that Rule 144 is then available for offers and sales the date on which the Holders consummate the sale of all of the Registrable Securities. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from either Holder, include all of any Holder's Registrable Securities by Holder. The or any portion thereof in any shelf Registration Statement (in which event the Company agrees shall be deemed to provide have satisfied its registration obligation under this Section 3.1(a), with respect to Holder a reasonable number the Registrable Securities so included, so long as such shelf Registration Statement remains effective and not the subject of copies any stop order, injunction or other order of the final Prospectus and any amendments or supplements theretoCommission).

Registration Procedure. Subject Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 above, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten sixty (1060) business days prior to the consummation date on which the Holder desires to consummate of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by such Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Holder Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the forty-sixth (46th) day following commencement of the offering contemplated therein (provided, that the forty-five (45) day period will be extended one day for each day that the Company suspends the offering pursuant to its rights in Section 3.2 hereof) or, if sooner, the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or Statement and (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to each exercising Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of any Holder's Redemption Shares or any portion thereof in any Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a)). In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 3, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland.

Registration Procedure. Subject Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall may deliver to the Company Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying its desire to have the number of shares to be Redemption Shares underlying its Units registered for resale by Holder sale (such Redemption Shares, together with all additional shares being of Common Stock which may be issued in the future upon redemption of any remaining Units held by such Holder, referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or ; provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the Commission within ninety (90) days after the original filing date a notice of redemption or the Company is delivered by unable to keep such Issuer Registration Statement effective until such time as the Holder no longer owns any Units, such Holder shall be entitled to exercise the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securitiesrights provided under this Section 3.1. Upon receipt of the Registration Notice, if the Company, if it Company has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with with, and has been declared effective by, the Securities and Exchange Commission and which is available for use by Holder remains in connection with effect and not subject to any stop order, injunction or other order or requirement of the offer and sale of Registrable Securities Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), then the Company will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by such Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's ’s Registration Rights pursuant to this Section 13, including including, in each case case, any documents incorporated therein by reference). Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates that is two (2) years after the sale date of all effectiveness of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities Redemption Shares held by the Holder are eligible for immediate sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Securities Act"”), or (iii) provided that Rule 144 is then available for offers and sales the date on which the Holder consummates the sale of all of the Registrable Securities by Redemption Shares. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving a Registration Notice from any Holder. The , include all of any Holder’s Redemption Shares or any portion thereof in any Registration Statement (in which event the Company agrees shall be deemed to provide to Holder a reasonable number have satisfied its registration obligation under this Section 3.1(a) so long as such shelf Registration Statement remains effective and not the subject of copies any stop order, injunction or other order of the final Prospectus and any amendments or supplements theretoCommission).

Registration Procedure. Subject Unless such Exchange Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Exchange Shares, Holder shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or after the date a notice of redemption exchange is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the anticipated consummation of the sale of Registrable Securities, which consummation shall in any event be subject to an effective Shelf Registration Statement (as hereinafter defined) or an effective New Registration Statement (as hereinafter defined). As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Michigan. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days notice to Holder) and related prospectus (the "Shelf Registration Statement") that the Company then than has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's ’s Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Act") provided ”), provided, that Rule 144 is then available for offers and sales except with respect to any Shelf Registration, such period need not extend beyond nine months after the effective date of the Registrable Securities Registration Statement; and provided further, that with respect to any Shelf Registration, such period need not extend beyond the time period provided in this Section 3.1(a), and which periods, in any event, shall terminate when all the Exchange Shares covered by Holdersuch Registration Statement have been sold (but not before the expiration of the time period provided in Section 4(3) of the Act and Rule 174 thereunder, if applicable). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from Holder, include all of Holder’s Exchange Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder Registration Rights pursuant to this Section 3, Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject Unless such Redemption Shares have been included in the filing of an Issuer Registration Statement as provided in Section 2 hereof, then, subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall Holders may deliver to the Company Company, at any time after the last date on which an Issuer Registration Statement may be filed as provided in Section 2 hereof, a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying their desire to have the number of shares to be Redemption Shares underlying their Units registered for resale by Holder sale (such Redemption Shares, together with all additional shares being of Common Stock which may be issued in the future upon redemption of any remaining Units held by the Holders, referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or ; provided, however, that if the Redemption Shares have been included in the Issuer Registration Statement and the Issuer Registration Statement has not been declared effective by the SEC within ninety (90) days after the original filing date a notice of redemption or the Company is delivered by Holder unable to keep such Issuer Registration Statement effective until such time as the Partnership pursuant Holders no longer owns any Units, the Holders shall be entitled to exercise the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securitiesrights provided under this Section 3.1. Upon receipt of the Registration Notice, if the Company, if it Company has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with with, and has been declared effective by, the Securities and Exchange Commission and which is available for use by Holder remains in connection with effect and not subject to any stop order, injunction or other order or requirement of the offer and sale of Registrable Securities Commission (the “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), then the Company will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by Holder the Holders of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such the New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Issuer Registration Statement and related prospectus (including any preliminary prospectus), the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Holders’ Registration Rights pursuant to this Section 1Agreement, including including, in each case case, any documents incorporated therein by reference). Holder .) Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates that is two (2) years after the sale date of all effectiveness of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities Redemption Shares held by the Holders are eligible for immediate sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to under Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Securities Act"”), or (iii) provided that Rule 144 is then available for offers and sales the date on which the Holders consummate the sale of all of the Registrable Securities by HolderRedemption Shares. The Notwithstanding the foregoing, the Company agrees may at any time, in its sole discretion and prior to provide to Holder receiving a reasonable number of copies Registration Notice from the Holders, include all of the final Prospectus Holders’ Redemption Shares in any shelf Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a) so long as such shelf Registration Statement remains effective and not the subject of any amendments stop order, injunction or supplements theretoother order of the Commission).

Registration Procedure. Subject Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption SharesShares held by such Holder, such Holder (a “Notice Holder”) shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Notice Holder (such shares to be offered being referred to herein as the "“Registrable Securities"”), which shares shall not be less than (a) 1,000,000 shares or (b) all of the shares held by such Holder. Such notice may be given at any time on or after the date a notice of redemption is delivered by the Notice Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities of the Notice Holder to be included as part of an existing effective shelf registration statement (prior to the filing of which the Company shall have given ten (10) Business Days’ notice to the Holders) and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Notice Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy the Notice Holder's ’s Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference.) Upon receipt of a Registration Notice, the Company will provide notice to each other Holder with respect to which it has not already satisfied its registration obligation of its receipt of the Registration Notice and its obligations (such notice, a “Company Notice”). Each other Holder shall have 10 days from the mailing of the Company Notice to such Holder to provide to the Company notice of its intention to include all, but not less than all, of its Registrable Securities in a Registration Statement (such other Holder, a “Piggyback Holder” and together with the Notice Holder, a “Selling Holder”). In no event may a Registration Notice be delivered more than once in any calendar year but there shall be no other limit on the number of Registration Notices delivered or registrations effected pursuant to this Section 3.1. Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the Selling Holders consummate the sale of all of the Registrable Securities registered under the Registration Statement, Statement or (ii) the date on which all of the Registrable Securities registered under the Registration Statement registered are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder”). The Company agrees to provide to each Selling Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from a Holder, include all of a Holder’s Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy a Holder’s Registration Rights pursuant to this Section 3, each Holder agrees that it will respond within ten (10) Business Days to any request by the Company to provide or verify information regarding such Holder or such Holder’s Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject (a) Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities (and appropriate disclosure regarding the Holder as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission) to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and prospectus), together with any supplement of any prospectus post-effective amendments thereto, supplements thereof, or registration statement filed with respect thereto pursuant to Rule 424 or Rule 430A)462(b) promulgated under the Act, whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of Holder's Redemption Shares or any portion thereof in any Shelf Registration Statement. In connection with any Registration Statement utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 3, Holder agrees that it will respond within five (5) Business Days to any request by the Company to provide or verify information regarding Holder or Holder's Registrable Securities as may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission.

Registration Procedure. Subject to Sections 1.1(c) and 1.2 ---------------------- hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption SharesCommon Shares underlying the Rights, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date which is ten (10) business days prior to the date a notice of redemption exercise is delivered by Holder to the Partnership Company pursuant to the Partnership AgreementRight, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no not later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder. The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.

Registration Procedure. Subject (a) Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities "Shelf Registration Statement") (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder). The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.. The Company shall, to the extent applicable, notify Holder promptly and, if requested by such Holder, confirm such notification in writing:

Registration Procedure. Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption SharesCommon Shares underlying the Rights, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date which is ten (10) business days prior to the date a notice of redemption exercise is delivered by Holder to the Partnership Company pursuant to the Partnership AgreementRight, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no not later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder. The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.therein

Registration Procedure. Subject Unless such Redemption Shares are issued pursuant to an Issuer Registration Statement as provided in Section 2 hereof, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten fifteen (1015) business days Business Days prior to the consummation of the sale of Registrable Securities. As used in this Agreement, a "Business Day" is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus that the Company then has on file with, and has been declared effective by, the Commission (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13 provided that Shelf Registration Statement remains effective for the time period set forth below), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), ) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by such Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information reasonably necessary and requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best efforts to keep the Registration Statement continuously effective (including the preparation and filing of any amendments, supplements and post-effective amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Securities Act") and the Company has provided that Rule 144 is then available for offers the transfer agent and sales registrar of the Common Shares with instructions to remove all Securities Act legends from the Registrable Securities by HolderSecurities. The Company agrees to provide to each Holder without charge a reasonable number of copies of each preliminary prospectus and any amendment or supplement thereto, and the final Prospectus and any amendments or supplements thereto.. The Company shall, to the extent applicable, notify the Holders promptly and, if requested by any such Holder, confirm such notification in writing

Registration Procedure. Subject to Sections 1.1(c) and 1.2 hereof, if Holder desires to exercise its Registration Rights with respect to the Redemption Shares, Holder shall deliver to the Company a written notice (a "Registration Notice") informing the Company of such exercise and specifying the number of shares to be registered for resale by Holder (such shares being referred to herein as the "Registrable Securities"). Such notice may be given at any time on or after the date a notice of redemption is delivered by Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior to the consummation of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with the offer and sale of Registrable Securities (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.1), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "New Registration Statement"), that complies as to form in all material respects with applicable SEC rules providing for the offer and sale by Holder of the Registrable Securities, and agrees (subject to Section 1.2 hereof) to use its best efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable. (As used herein, "Registration Statement" and "Prospectus" refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy Holder's Holder"s Registration Rights pursuant to this Section 1, including in each case any documents incorporated therein by reference). Holder agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder. The Company agrees to provide to Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto.

Registration Procedure. Subject Unless such Registrable Shares are not subject to registration rights pursuant to Section 2 above, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, SC1:3536809.8 if the Holder desires to exercise its Registration Rights with respect to the Redemption such Registrable Shares, the Holder shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of shares Registrable Shares to be registered for resale offered by Holder (such shares being referred to herein as the "Registrable Securities")Holder. Such notice may be given at any time and from time to time on or after the first date a notice of redemption is delivered by the Holder to the Partnership shall receive NRF Shares pursuant to the Partnership Agreement, but must be given at least ten (10) business days prior Exchange Agreement in the case of NRF Shares issued pursuant to the consummation of Exchange Agreement or at any time after such NRF Shares have become vested and no longer subject to forfeiture if initially issued under the sale of Registrable SecuritiesRestricted Stock Agreement. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities Shares to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13 with respect to such Registrable Shares that have been included on a Shelf Registration Statement), will shall cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice (but in any event within 60 days after the receipt thereof) a new registration statement and related prospectus that shall include the Registrable Shares that are the subject of the Registration Notice and, at the election of the Company, may include any or all NRF Shares issued under the Restricted Stock Agreement and obtainable upon exchange pursuant to Rule 415 the Exchange Agreement (or any successor provision) in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3 with respect to such NRF Shares if all such NRF Shares are included in the Securities Act of 1933, as amended (the "Act"Registration Statement) (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by the Holder of the Registrable SecuritiesShares, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicablereasonably practicable (and in any event within 120 days after the receipt of a Registration Notice with respect thereto). (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy the Holder's ’s Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). The Holder agrees to provide in writing in a timely manner information regarding the proposed plan of distribution by the Holder of the Registrable Securities Shares and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date on which Holder consummates the sale of all of the Registrable Securities Shares registered under the Registration Statement, Statement is consummated or (ii) the date on which all of the Registrable Securities Shares then held by the Holder are eligible for sale by Holder without regard to volume, manner of sale or other restrictions pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision144(b)(1) under the Securities Act of 1933Act. Notwithstanding the foregoing, as amended (the "Act") provided that Rule 144 is then available for offers Company may at any time, in its sole discretion and sales prior to receiving any Registration Notice from the Holder, include all of the Registrable Securities Holder’s NRF Shares or any portion thereof in any Shelf Registration Statement. In connection SC1:3536809.8 with any Registration Statement utilized by the Company to satisfy the Holder. The ’s Registration Rights pursuant to this Section 3, the Holder agrees that it will respond in writing within seven calendar days to any request by the Company agrees to provide or verify information regarding the Holder or the Holder’s Registrable Shares as may be required to Holder a reasonable number of copies be included in such Registration Statement pursuant to the rules and regulations of the final Prospectus and any amendments or supplements theretoCommission.

Registration Procedure. Subject Unless such Redemption Shares are included at the time of issuance in an Issuer Registration Statement as provided in Section 2 above, then subject to Sections 1.1(c3.1(c) and 1.2 3.2 hereof, if any Holder desires to exercise its Registration Rights with respect to the Redemption Shares, the Holder shall deliver to the Company a written notice (a "“Registration Notice"”) informing the Company of such exercise and specifying the number of shares to be registered for resale offered by such Holder (such shares to be offered being referred to herein as the "“Registrable Securities"”). Such notice may be given at any time on or after the date a notice of redemption is delivered by the Holder to the Partnership pursuant to the Partnership Agreement, but must be given at least ten sixty (1060) business days prior to the consummation date on which the Holder desires to consummate of the sale of Registrable Securities. Upon receipt of the Registration Notice, the Company, if it has not already caused the Registrable Securities to be included as part of an existing effective shelf registration statement and related prospectus (the "Shelf Registration Statement") that the Company then has on file with with, and has been declared effective by, the Securities and Exchange Commission and which is available for use by Holder in connection with (the offer and sale of Registrable Securities “Shelf Registration Statement”) (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.13), will cause to be filed with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (but no later than 30 days) after receiving the Registration Notice a new registration statement and related prospectus pursuant to Rule 415 (or any successor provision) under the Securities Act of 1933, as amended (the "Act") (a "“New Registration Statement"), ”) that complies as to form in all material respects with applicable SEC Commission rules providing for the offer and sale by such Holder of the Registrable Securities, and agrees (subject to Section 1.2 3.2 hereof) to use its best commercially reasonable efforts to cause such New Registration Statement to be declared effective by the SEC Commission as soon as practicable. (As used herein, "“Registration Statement" ” and "“Prospectus" ” refer to the Shelf Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus) or the New Registration Statement and related prospectus (including any preliminary prospectus and any supplement of any prospectus filed pursuant to Rule 424 or Rule 430Aprospectus), whichever is utilized by the Company to satisfy Holder's ’s Registration Rights pursuant to this Section 13, including in each case any documents incorporated therein by reference). Holder Subject to Section 3.2 hereof, the Company agrees to provide in a timely manner information regarding the proposed distribution by Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. The Company agrees (subject to Section 1.2 hereof) to use its best commercially reasonable efforts to keep the Registration Statement effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the forty-sixth (46th) day following commencement of the offering contemplated therein (provided, that the forty-five (45) day period will be extended one day for each day that the Company suspends the offering pursuant to its rights in Section 3.2 hereof) or, if sooner, the date on which Holder consummates the sale of all of the Registrable Securities registered under the Registration Statement, or Statement and (ii) the date on which all of the Registrable Securities are eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "“Act") provided that Rule 144 is then available for offers and sales of the Registrable Securities by Holder”). The Company agrees to provide to each exercising Holder a reasonable number of copies of the final Prospectus and any amendments or supplements thereto. Notwithstanding the foregoing, the Company may at any time, in its sole discretion and prior to receiving any Registration Notice from any Holder, include all of any Holder’s Redemption Shares or any portion thereof in any Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 3.1(a)). In connection with any Registration Statement utilized by the Company to satisfy the Registration Rights pursuant to this Section 3, each Holder agrees to cooperate with the Company in connection with the preparation of the Registration Statement, and each Holder agrees that it will (i) respond within five (5) Business Days to any written request by the Company to provide or verify information regarding Holder or Holder’s Registrable Securities (including the proposed manner of sale) that may be required to be included in such Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information as may be requested by the Company from time to time in connection with the preparation of and for inclusion in the Registration Statement and related Prospectus. As used in this Agreement, a “Business Day” is any Monday, Tuesday, Wednesday, Thursday or Friday other than a day on which banks and other financial institutions are authorized or required to be closed for business in the State of New York or Maryland.