THE
PARTNERSHIP, STATING THE PAYMENT DATE OR DATES WHEN, AND THE PLACE OR PLACES
WHERE, THE AMOUNTS DISTRIBUTABLE IN SUCH CIRCUMSTANCES SHALL BE PAYABLE, SHALL
BE GIVEN BY THE GENERAL PARTNER PURSUANT TO SECTION 13.5 HEREOF.
52
C.
NO FURTHER RIGHTS. AFTER PAYMENT OF THE
FULL AMOUNT OF THE LIQUIDATING DISTRIBUTIONS TO WHICH THEY ARE ENTITLED PURSUANT
TO THIS SECTION 16.3, THE HOLDERS OF THE SERIES A PREFERRED UNITS WILL HAVE NO
RIGHT OR CLAIM TO ANY OF THE REMAINING ASSETS OF THE PARTNERSHIP.
D.
CONSOLIDATION, MERGER OR CERTAIN OTHER
TRANSACTIONS. THE VOLUNTARY SALE, CONVEYANCE, LEASE, EXCHANGE OR TRANSFER (FOR
CASH, SHARES OF STOCK, SECURITIES OR OTHER CONSIDERATION) OF ALL OR
SUBSTANTIALLY ALL OF THE PROPERTY OR ASSETS OF THE PARTNERSHIP TO, OR THE
CONSOLIDATION OR MERGER OR OTHER BUSINESS COMBINATION OF THE PARTNERSHIP WITH OR
INTO, ANY CORPORATION, TRUST OR OTHER ENTITY (OR OF ANY CORPORATION, TRUST OR
OTHER ENTITY WITH OR INTO THE PARTNERSHIP) SHALL NOT BE DEEMED TO CONSTITUTE A
LIQUIDATION, DISSOLUTION OR WINDING-UP OF THE PARTNERSHIP.
Section 16.4
Redemption.
A.
ON OR AFTER SEPTEMBER 1, 2008, WITH RESPECT
TO THE SERIES A PREFERRED UNITS, EACH HOLDER OF SERIES A PREFERRED UNITS SHALL
HAVE THE RIGHT (SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN ANY
SEPARATE AGREEMENT ENTERED INTO BETWEEN THE PARTNERSHIP AND THE HOLDER OF SUCH
SERIES A PREFERRED UNITS THAT PROVIDES OTHERWISE) TO REQUIRE THE PARTNERSHIP TO
REDEEM (A "SERIES A PREFERRED REDEMPTION") ALL OR A PORTION OF THE SERIES A
PREFERRED UNITS HELD BY SUCH HOLDER (SUCH SERIES A PREFERRED UNITS BEING
HEREAFTER REFERRED TO AS "TENDERED SERIES A PREFERRED UNITS") IN EXCHANGE FOR A
CASH AMOUNT PER SERIES A PREFERRED UNIT (THE "SERIES A PREFERRED REDEMPTION
AMOUNT") EQUAL TO THE SUM OF (I) THE SERIES A PREFERRED CAPITAL AND (II) THE
PRODUCT OF (X) THE ADJUSTMENT FACTOR AND (Y) THE VALUE OF A REIT SHARE UNLESS
THE TERMS OF SUCH SERIES A PREFERRED UNITS OR SUCH SEPARATE AGREEMENT PROVIDES
THAT SUCH SERIES A PREFERRED UNITS ARE NOT ENTITLED TO A RIGHT OF SERIES A
PREFERRED REDEMPTION OR ARE ENTITLED TO CONSIDERATION OTHER THAN THE SERIES A
PREFERRED REDEMPTION AMOUNT.
THE TENDERING SERIES A PREFERRED UNIT HOLDER SHALL
HAVE NO RIGHT, WITH RESPECT TO ANY SERIES A PREFERRED UNITS SO REDEEMED, TO
RECEIVE ANY DISTRIBUTIONS PAID ON OR AFTER THE SERIES A PREFERRED REDEMPTION
DATE. ANY SERIES A PREFERRED REDEMPTION SHALL BE EXERCISED PURSUANT TO A NOTICE
OF SERIES A PREFERRED REDEMPTION DELIVERED TO THE GENERAL PARTNER BY THE SERIES
A PREFERRED UNIT HOLDER WHO IS EXERCISING THE RIGHT (THE "TENDERING SERIES A
PREFERRED UNIT HOLDER") AND SURRENDER TO THE GENERAL PARTNER OF CERTIFICATES
REPRESENTING THE SERIES A PREFERRED UNITS. THE SERIES A PREFERRED REDEMPTION
AMOUNT SHALL BE PAYABLE TO THE TENDERING SERIES A PREFERRED UNIT HOLDER ON THE
SERIES A PREFERRED REDEMPTION DATE.
B.
NOTWITHSTANDING SECTION 16.4.A ABOVE, IF
A SERIES A PREFERRED UNIT HOLDER HAS DELIVERED TO THE GENERAL PARTNER A NOTICE
OF SERIES A PREFERRED REDEMPTION AND