the General Partner during the
Lock-up Period with respect to Redemption Rights of Units (other than Units
listed in Exhibit E, which are subject to restrictions of Section 8.6.I hereof)
held by such deceased Limited Partner and to effect a redemption of such Units.
E.
NOTWITHSTANDING ANYTHING IN
SECTION 8.6.B HEREOF TO THE CONTRARY, IF THE DELIVERY OF REIT SHARES TO A
REDEEMING PARTNER ON THE SPECIFIED REDEMPTION DATE BY PARENT PURSUANT TO
SECTION 8.6.B HEREOF WOULD BE PROHIBITED UNDER THE ARTICLES OF AMENDMENT AND
RESTATEMENT OF PARENT OR PROHIBITED UNDER APPLICABLE FEDERAL OR STATE SECURITIES
LAWS OR REGULATIONS, THEN PARENT MAY NOT ELECT TO DELIVER REIT SHARES UNDER
SECTION 8.6.B HEREOF AND MUST SATISFY ANY OBLIGATIONS UNDER SUCH SECTION 8.6.B
IN CASH.
F.
IF, PURSUANT TO SECTION 8.6.B HEREOF,
PARENT ELECTS TO PAY THE REDEEMING PARTNER THE REDEMPTION AMOUNT IN THE FORM OF
REIT SHARES, THE TOTAL NUMBER OF REIT SHARES TO BE PAID TO THE REDEEMING PARTNER
IN EXCHANGE FOR THE REDEEMING PARTNER'S COMMON AND CLASS A PREFERRED UNITS SHALL
BE THE APPLICABLE REIT SHARES AMOUNT.
IF THIS AMOUNT IS NOT A WHOLE NUMBER OF
REIT SHARES, THE REDEEMING PARTNER SHALL BE PAID (I) THAT NUMBER OF REIT SHARES
WHICH EQUALS THE NEAREST WHOLE NUMBER LESS THAN SUCH AMOUNT PLUS (II) AN AMOUNT
OF CASH WHICH PARENT DETERMINES, IN ITS REASONABLE DISCRETION, TO REPRESENT THE
FAIR VALUE OF THE REMAINING FRACTIONAL REIT SHARE WHICH WOULD OTHERWISE BE
PAYABLE TO THE REDEEMING PARTNER.
G.
ALL COMMON AND CLASS A PREFERRED UNITS
DELIVERED FOR REDEMPTION SHALL BE DELIVERED TO THE PARTNERSHIP OR PARENT, AS THE
CASE MAY BE, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES, AND NOTWITHSTANDING
ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER THE GENERAL PARTNER NOR THE
PARTNERSHIP SHALL BE UNDER ANY OBLIGATION TO ACQUIRE COMMON OR CLASS A PREFERRED
UNITS WHICH ARE OR MAY BE SUBJECT TO LIENS.
IF ANY STATE OR LOCAL PROPERTY
TRANSFER TAX IS PAYABLE AS A RESULT OF THE TRANSFER OF COMMON AND CLASS A
PREFERRED UNITS TO THE PARTNERSHIP OR PARENT PURSUANT TO THE REDEMPTION RIGHT,
THEN (I) EXCEPT AS PROVIDED IN CLAUSE (II), THE REDEEMING PARTNER SHALL ASSUME
AND PAY SUCH TRANSFER TAX, (II) IF SUCH REDEMPTION, WHEN COMBINED WITH PRIOR
REDEMPTIONS AND TRANSFERS, RESULTS IN A SPECIFIED THRESHOLD BEING SATISFIED SUCH
THAT THE REDEMPTION TRIGGERS A TRANSFER TAX THAT WAS NOT PAYABLE ON ACCOUNT OF
SUCH PRIOR REDEMPTIONS AND TRANSFERS (THE "CLIFF EFFECT TRANSFER TAX"), THEN THE
PARTNERSHIP SHALL ASSUME AND PAY SUCH CLIFF EFFECT TRANSFER TAX, AND (III) IF
ANY TRANSFER TAXES ARE PAYABLE ON ACCOUNT OF REDEMPTIONS OCCURRING AFTER THE
EVENT TRIGGERING THE CLIFF EVENT TRANSFER TAX, THEN THE APPLICABLE REDEEMING
PARTNER SHALL ASSUME AND PAY ANY TRANSFER TAXES PAYABLE AS A RESULT OF SUCH
SUBSEQUENT REDEMPTION.
H.
IN THE EVENT THAT THE PARTNERSHIP ISSUES
ADDITIONAL PARTNERSHIP INTERESTS PURSUANT TO SECTION 4.2.A HEREOF, THE GENERAL
PARTNER SHALL MAKE SUCH REVISIONS TO THIS SECTION 8.6 AS IT DETERMINES ARE
NECESSARY TO REFLECT THE ISSUANCE OF SUCH ADDITIONAL PARTNERSHIP