OR THE REIT SHARES OTHERWISE ISSUABLE UPON SUCH EXCHANGE.
F.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY (BUT SUBJECT TO SECTION 8.6.E), WITH RESPECT TO ANY REDEMPTION OR
EXCHANGE FOR REIT SHARES PURSUANT TO THIS SECTION 8.6: (I) ALL OP UNITS ACQUIRED
BY THE GENERAL PARTNER PURSUANT THERETO SHALL AUTOMATICALLY, AND WITHOUT FURTHER
ACTION REQUIRED, BE CONVERTED INTO AND DEEMED TO BE GENERAL PARTNER INTERESTS
COMPRISED OF THE SAME NUMBER AND CLASS OF OP UNITS; (II) WITHOUT THE CONSENT OF
THE GENERAL PARTNER, EACH LIMITED PARTNER MAY NOT EFFECT A REDEMPTION FOR LESS
THAN 1,000 OP UNITS OR, IF THE LIMITED PARTNER HOLDS LESS THAN 1,000 OP UNITS,
ALL OF THE OP UNITS HELD BY SUCH LIMITED PARTNER; (III) WITHOUT THE CONSENT OF
THE GENERAL PARTNER, EACH LIMITED PARTNER MAY NOT EFFECT A REDEMPTION DURING THE
PERIOD AFTER THE PARTNERSHIP RECORD DATE WITH RESPECT TO A DISTRIBUTION AND
BEFORE THE RECORD DATE ESTABLISHED BY THE GENERAL PARTNER FOR A DISTRIBUTION TO
ITS SHAREHOLDERS OF SOME OR ALL OF ITS PORTION OF SUCH DISTRIBUTION; (IV) THE
CONSUMMATION OF ANY REDEMPTION OR EXCHANGE FOR REIT SHARES SHALL BE SUBJECT TO
THE EXPIRATION OR TERMINATION OF THE APPLICABLE WAITING
37
PERIOD, IF ANY, UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976,
AS AMENDED; AND (V) EACH TENDERING PARTNER SHALL CONTINUE TO OWN ALL OP UNITS
SUBJECT TO ANY REDEMPTION OR EXCHANGE FOR REIT SHARES, AND BE TREATED AS A
LIMITED PARTNER WITH RESPECT TO SUCH OP UNITS FOR ALL PURPOSES OF THIS
AGREEMENT, UNTIL SUCH OP UNITS ARE TRANSFERRED TO THE GENERAL PARTNER AND PAID
FOR OR EXCHANGED ON THE SPECIFIED REDEMPTION DATE. UNTIL A SPECIFIED REDEMPTION
DATE, THE TENDERING PARTNER SHALL HAVE NO RIGHTS AS A SHAREHOLDER OF THE GENERAL
PARTNER WITH RESPECT TO SUCH TENDERING PARTNER'S OP UNITS.
G.
IN THE EVENT THAT THE PARTNERSHIP ISSUES
ADDITIONAL PARTNERSHIP INTERESTS TO ANY ADDITIONAL LIMITED PARTNER PURSUANT TO
SECTION 4.3, 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 INTERESTS.
ARTICLE IX.
BOOKS, RECORDS, ACCOUNTING AND REPORTS
Section 9.1
Records and Accounting.
A.
THE GENERAL PARTNER SHALL KEEP OR CAUSE TO
BE KEPT AT THE PRINCIPAL OFFICE OF THE PARTNERSHIP THOSE RECORDS AND DOCUMENTS
REQUIRED TO BE MAINTAINED BY THE ACT AND OTHER BOOKS AND RECORDS DEEMED BY THE
GENERAL PARTNER TO BE APPROPRIATE WITH RESPECT TO THE PARTNERSHIP'S BUSINESS,
INCLUDING, WITHOUT LIMITATION, ALL BOOKS AND RECORDS NECESSARY TO PROVIDE TO THE
LIMITED PARTNERS ANY INFORMATION, LISTS AND COPIES OF DOCUMENTS REQUIRED TO BE
PROVIDED PURSUANT TO SECTION 8.5 OR 9.3 HEREOF. ANY RECORDS MAINTAINED BY OR ON
BEHALF OF THE PARTNERSHIP IN THE REGULAR COURSE OF ITS BUSINESS MAY BE KEPT ON,
OR BE IN THE FORM FOR, MAGNETIC TAPE, PHOTOGRAPHS, MICROGRAPHICS OR ANY OTHER
INFORMATION STORAGE DEVICE, PROVIDED THAT THE RECORDS SO MAINTAINED ARE
CONVERTIBLE INTO CLEARLY LEGIBLE WRITTEN FORM WITHIN A REASONABLE PERIOD OF
TIME. THE BOOKS OF THE PARTNERSHIP SHALL BE MAINTAINED, FOR FINANCIAL