(THE "REDEMPTION PRICE") EQUAL TO
$1,000.00 PER UNIT PLUS ALL ACCRUED AND UNPAID DISTRIBUTIONS THEREON TO AND
INCLUDING THE DATE FIXED FOR REDEMPTION (EXCEPT AS PROVIDED IN SECTION 1.5.3
BELOW), PLUS A REDEMPTION PREMIUM PER UNIT (EACH, A "REDEMPTION PREMIUM")
CALCULATED AS FOLLOWS BASED ON THE DATE FIXED FOR REDEMPTION: (1) UNTIL
DECEMBER 31, 2012, $200; (2) FROM JANUARY 1, 2013 TO DECEMBER 31, 2013, $150;
(3) FROM JANUARY 1, 2014 TO DECEMBER 31, 2014, $100; (4) FROM JANUARY 1, 2015 TO
DECEMBER 31, 2015, $50 AND THEREAFTER, NO REDEMPTION PREMIUM.
IF LESS THAN ALL
OF THE OUTSTANDING PREFERRED UNITS ARE TO BE REDEEMED, THE PREFERRED UNITS TO BE
REDEEMED MAY BE SELECTED BY ANY EQUITABLE METHOD DETERMINED BY THE COMPANY
PROVIDED THAT SUCH METHOD DOES NOT RESULT IN THE CREATION OF FRACTIONAL
INTERESTS.
1.5.2
LIMITATIONS ON REDEMPTION.
UNLESS FULL CUMULATIVE
DISTRIBUTIONS ON ALL PREFERRED UNITS SHALL HAVE BEEN, OR CONTEMPORANEOUSLY ARE,
AUTHORIZED AND PAID OR AUTHORIZED AND A SUM SUFFICIENT FOR THE PAYMENT THEREOF
SET APART FOR PAYMENT FOR ALL PAST DISTRIBUTION PERIODS, NO PREFERRED UNITS
SHALL BE REDEEMED OR OTHERWISE ACQUIRED, DIRECTLY OR INDIRECTLY, BY THE COMPANY
UNLESS ALL OUTSTANDING PREFERRED UNITS ARE SIMULTANEOUSLY REDEEMED OR ACQUIRED,
AND THE COMPANY SHALL NOT PURCHASE OR OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY,
ANY JUNIOR SECURITIES OF THE COMPANY (EXCEPT BY EXCHANGE FOR OTHER JUNIOR
SECURITIES); PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT PREVENT THE
PURCHASE BY THE COMPANY OF INTERESTS TRANSFERRED TO AN EXCESS UNIT TRUST FOR THE
BENEFIT OF A CHARITABLE
B-5
BENEFICIARY (AS DEFINED IN THIS AGREEMENT) PURSUANT TO ARTICLE 6 OF THIS
AGREEMENT IN ORDER TO ENSURE THAT THE COMPANY REMAINS QUALIFIED AS A REAL ESTATE
INVESTMENT TRUST FOR FEDERAL INCOME TAX PURPOSES OR THE PURCHASE OR ACQUISITION
OF PREFERRED UNITS PURSUANT TO A PURCHASE OR EXCHANGE OFFER MADE ON THE SAME
TERMS TO HOLDERS OF ALL OUTSTANDING PREFERRED UNITS.
1.5.3
RIGHTS TO DISTRIBUTIONS ON UNITS CALLED FOR
REDEMPTION.
IMMEDIATELY PRIOR TO OR UPON ANY REDEMPTION OF PREFERRED UNITS, THE
COMPANY SHALL PAY, IN CASH, ANY ACCUMULATED AND UNPAID DISTRIBUTIONS TO AND
INCLUDING THE REDEMPTION DATE.
1.5.4
PROCEDURES FOR REDEMPTION.
(A)
PROCEDURES FOR REDEMPTION.
(I)
UPON THE COMPANY'S PROVISION OF WRITTEN
NOTICE AS TO THE EFFECTIVE DATE OF THE REDEMPTION, ACCOMPANIED BY A CHECK IN THE
AMOUNT OF THE FULL REDEMPTION PRICE THROUGH SUCH EFFECTIVE DATE TO WHICH EACH
RECORD HOLDER OF PREFERRED UNITS IS ENTITLED, THE PREFERRED UNITS SHALL BE
REDEEMED AND SHALL NO LONGER BE DEEMED OUTSTANDING THE COMPANY AND ALL RIGHTS OF
THE HOLDERS OF SUCH UNITS WILL TERMINATE.
SUCH NOTICE SHALL BE GIVEN BY FIRST
CLASS MAIL, POSTAGE PRE-PAID, TO EACH RECORD HOLDER OF THE PREFERRED UNITS AT
THE RESPECTIVE MAILING ADDRESSES OF SUCH HOLDERS AS THE SAME SHALL APPEAR IN THE
RECORDS OF THE COMPANY.
NO FAILURE TO GIVE SUCH NOTICE OR ANY DEFECT THEREIN OR
IN THE MAILING THEREOF SHALL AFFECT THE VALIDITY OF THE PROCEEDINGS FOR THE
REDEMPTION OF ANY PREFERRED UNITS EXCEPT AS TO THE HOLDER TO WHOM NOTICE