Common use of Grant of Redemption Rights Clause in Contracts

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each Contributing Party, and such Contributing Party does hereby accept, the right, but without obligation on the part of such Contributing Party, to require the Partnership to redeem from time to time part or all of the Series B Preferred Units of such Contributing Party for the Cash Purchase Price with respect to such Series B Preferred Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any Contributing Party's exercise of a Redemption Right by paying to such Contributing Party, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Units for which such Contributing Party exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any Contributing Party of a Redemption Right as to certain Series B Preferred Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof, then the Partnership shall have no obligation to pay any amount to such Contributing Party with respect to the exercise of a Redemption Right for such Series B Preferred Units, and any Series B Preferred Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of a Redemption Right by any Contributing Party, the Partnership, such Contributing Party and the General Partner each shall treat the transaction between the General Partner and such Contributing Party as a sale of such Contributing Party's Series B Preferred Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any Contributing Party's Series B Preferred Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Units; provided, however, that such Contributing Party's rights under this Agreement with regard to any other Series B Preferred Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Share liquidation preference on the relevant closing date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each the Contributing Party, and such the Contributing Party does hereby accept, the right, but without obligation on the part of such the Contributing Party, to require the Partnership to redeem from time to time part or all of the Series B Preferred Common Units of such the Contributing Party for the Cash Purchase Price with respect to such Series B Preferred Common Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any the Contributing Party's exercise of a Redemption Right by paying to such the Contributing Party, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Common Units for which such the Contributing Party exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any the Contributing Party of a Redemption Right as to certain Series B Preferred Common Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof, then the Partnership shall have no obligation to pay any amount to such the Contributing Party with respect to the exercise of a Redemption Right for such Series B Preferred Common Units, and any Series B Preferred Common Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of a Redemption Right by any the Contributing Party, the Partnership, such the Contributing Party and the General Partner each shall treat the transaction between the General Partner and such the Contributing Party as a sale of such the Contributing Party's Series B Preferred Common Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any the Contributing Party's Series B Preferred Common Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Common Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Common Units; provided, however, that such the Contributing Party's rights under this Agreement with regard to any other Series B Preferred Common Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each Contributing PartyPartners, and such Contributing Party does Partners do hereby accept, the right, but without obligation on the part of such Contributing PartyPartners, to require the Partnership to redeem from time to time part or all of the Series B Preferred their Units of such Contributing Party for the Cash Purchase Price with respect to such Series B Preferred Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any and satisfy a Contributing PartyPartner's exercise of a Redemption Right by paying to such Contributing PartyPartner, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Units for which such Contributing Party Partner exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any a Contributing Party Partner of a Redemption Right as to certain Series B Preferred Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereofpayment, then the Partnership shall have no obligation to pay any amount to such Contributing Party Partner with respect to the exercise of a Redemption Right for such Series B Preferred Units, and any Series B Preferred Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of and satisfy a Redemption Right by any Contributing PartyRight, the Partnership, such the Contributing Party Partner and the General Partner each shall treat the transaction between the General Partner and such Contributing Party Partner as a sale of such Contributing PartyPartner's Series B Preferred Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any a Contributing PartyPartner's Series B Preferred Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Units; , provided, however, that such Contributing PartyPartner's rights under this Agreement with regard to any other Series B Preferred Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In ; in lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each Contributing PartyPartner, and such Contributing Party Partner does hereby accept, the right, but without obligation on the part of such Contributing PartyPartner, to require the Partnership to redeem from time to time part or all of the Series B Preferred Units of such Contributing Party Partner for the Cash Purchase Price with respect to such Series B Preferred Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any and satisfy Contributing PartyPartner's exercise of a Redemption Right by paying to such Contributing PartyPartner, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Units for which such Contributing Party Partner exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any Contributing Party Partner of a Redemption Right as to certain Series B Preferred Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereofpayment, then the Partnership shall have no obligation to pay any amount to such Contributing Party Partner with respect to the exercise of a Redemption Right for such Series B Preferred Units, and any Series B Preferred Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of and satisfy a Redemption Right by any Contributing PartyRight, the Partnership, such the Contributing Party Partner and the General Partner each shall treat the transaction between the General Partner and such Contributing Party Partner as a sale of such Contributing PartyPartner's Series B Preferred Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any Contributing PartyPartner's Series B Preferred Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Units; provided, however, that such Contributing PartyPartner's rights under this Agreement with regard to any other Series B Preferred Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each Contributing PartyPartner, and such each Contributing Party Partner does hereby accept, the right, but without obligation on the part of such Contributing PartyPartner, to require the Partnership to redeem from time to time part or all of the Series B Preferred Units of such Contributing Party Partner for the Cash Purchase Price with respect to such Series B Preferred Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any and satisfy each Contributing PartyPartner's exercise of a Redemption Right by paying to such Contributing PartyPartner, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Units for which such Contributing Party Partner exercised its Redemption Rights. If the General Partner assumes such obligations of the Partnership with respect to the exercise by any a Contributing Party Partner of a Redemption Right as to certain Series B Preferred Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereofpayment, then the Partnership shall have no obligation to pay any amount to such Contributing Party Partner with respect to the exercise of a Redemption Right for such Series B Preferred Units, and any Series B Preferred Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of and satisfy a Redemption Right by any Contributing PartyRight, the Partnership, such the Contributing Party Partner and the General Partner each shall treat the transaction between the General Partner and such the Contributing Party Partner as a sale of such the Contributing PartyPartner's Series B Preferred Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any a Contributing PartyPartner's Series B Preferred Units and the payment of the Purchase Price with respect thereto, such Person shall be he deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Units; provided, however, that such Contributing PartyPartner's rights under this Agreement with regard to any other Series B Preferred Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each Contributing Party, and such Contributing Party does hereby accept, the right, but without obligation on the part of such Contributing Party, to require the Partnership to redeem from time to time part or all of the Series B Preferred Common Units of such Contributing Party for the Cash Purchase Price with respect to such Series B Preferred Common Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any Contributing Party's exercise of a Redemption Right by paying to such Contributing Party, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Common Units for which such Contributing Party exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any Contributing Party of a Redemption Right as to certain Series B Preferred Common Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof, then the Partnership shall have no obligation to pay any amount to such Contributing Party with respect to the exercise of a Redemption Right for such Series B Preferred Common Units, and any Series B Preferred Common Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of a Redemption Right by any Contributing Party, the Partnership, such Contributing Party and the General Partner each shall treat the transaction between the General Partner and such Contributing Party as a sale of such Contributing Party's Series B Preferred Common Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any Contributing Party's Series B Preferred Common Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Common Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Common Units; provided, however, that such Contributing Party's rights under this Agreement with regard to any other Series B Preferred Common Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Common Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall may issue such the Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Series B Preferred Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each the Contributing Party, and such the Contributing Party does hereby accept, the right, but without obligation on the part of such the Contributing Party, to require the Partnership to redeem from time to time (i) part or all of the Series B K Preferred Units of such the Contributing Party for the Cash Purchase Price with respect to such Series B K Preferred Units and ("ii) part or all of the Common Units of the Contributing Party for a per unit amount equal to $0.324405869 multiplied by the Common Unit Conversion Factor (such per unit amount multiplied by the number of Common Units to be redeemed or purchased in accordance with this Agreement, the “Common Unit Purchase Price” and the redemption rights set forth in clauses (i) and (ii) of this paragraph, the “Redemption Rights"”). Notwithstanding the foregoing, with respect to each exercise of Redemption Rights, a proportionate number of Series K Preferred Units and Common Units must be submitted for redemption such that (x) the quotient of: the number of Series K Preferred Units then submitted for redemption divided by the total number of Series K Preferred Units that have been issued to date as a result of the conversion of Series D Preferred Units of the Contributing Party is equal to (y) the quotient of: the number of Common Units then submitted for redemption divided by the total number of Common Units that have been issued to date as a result of the conversion of Series D Preferred Units of the Contributing Party. (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any the Contributing Party's ’s exercise of a the Redemption Right Rights with respect to the Series K Preferred Units for which the Contributing Party exercised its Redemption Rights by paying to such the Contributing Party, at the General Partner's ’s election (which may be exercised in the General Partner's ’s sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B K Preferred Units for which such the Contributing Party exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any the Contributing Party of a the Redemption Right Rights as to certain Series B K Preferred Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof, then the Partnership shall have no obligation to pay any amount to such the Contributing Party with respect to the exercise of a the Redemption Right Rights for such Series B K Preferred Units, and any Series B K Preferred Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of a Series K Preferred Units for which the Contributing Party exercised its Redemption Right by any Contributing PartyRights, the Partnership, such the Contributing Party and the General Partner each shall treat the transaction between the General Partner and such the Contributing Party as a sale of such the Contributing Party's ’s Series B K Preferred Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any the Contributing Party's ’s Series B K Preferred Units and Common Units and the payment of the Purchase Price and Common Unit Purchase Price (respectively) with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B K Preferred Units and Common Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B K Preferred Units and Common Units; provided, however, that such the Contributing Party's ’s rights under this Agreement with regard to any other Series B K Preferred Units and Common Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price of the Shares on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each the Contributing Party, and such the Contributing Party does hereby accept, the right, but without obligation on the part of such the Contributing Party, to require the Partnership to redeem from time to time part or all of the Series B C Preferred Units of such the Contributing Party for the Cash Purchase Price with respect to such Series B C Preferred Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any the Contributing Party's exercise of a Redemption Right by paying to such the Contributing Party, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B C Preferred Units for which such the Contributing Party exercised its Redemption Rights; provided, however, that the General Partner may not pay the Share Purchase Price with respect to the exercise of a Redemption Right as to Series C Preferred Units if such exercise is made within ninety (90) days following the death of the holder thereof or, if the holder thereof is a revocable or grantor trust, the death of the grantor of such trust (such exercise, a "Redemption Exercise Following Death"); provided further, however, that the foregoing proviso shall not apply if a Redemption Exercise Following Death is made after the earlier of (i) the third anniversary of the date hereof and (ii) the last day of any consecutive 90-calendar day period during which the Common Unit Value on each trading day during such 90-day period exceeds the Conversion Price then in effect (the "Terminal Date"). For avoidance of doubt, the intent of the foregoing two provisos is to require the Partnership or the General Partner to pay the Cash Purchase Price in connection with a Redemption Exercise Following Death made before the Terminal Date. If the General Partner assumes such obligations with respect to the exercise by any the Contributing Party of a Redemption Right as to certain Series B C Preferred Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof, then the Partnership shall have no obligation to pay any amount to such the Contributing Party with respect to the exercise of a Redemption Right for such Series B C Preferred Units, and any Series B C Preferred Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of a Redemption Right by any the Contributing Party, the Partnership, such the Contributing Party and the General Partner each shall treat the transaction between the General Partner and such the Contributing Party as a sale of such the Contributing Party's Series B C Preferred Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any the Contributing Party's Series B C Preferred Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B C Preferred Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B C Preferred Units; provided, however, that such the Contributing Party's rights under this Agreement with regard to any other Series B C Preferred Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Share liquidation preference on the relevant closing date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each Contributing PartyPartner, and such Contributing Party Partner does hereby accept, the right, but without obligation on the part of such Contributing PartyPartner, to require the Partnership to redeem from time to time part or all of the Series B Preferred their Units of such Contributing Party for the Cash Purchase Price with respect to such Series B Preferred Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any and satisfy Contributing PartyPartner's exercise of a Redemption Right by paying to such Contributing PartyPartner, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Units for which such Contributing Party Partner exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any Contributing Party Partner of a Redemption Right as to certain Series B Preferred Units and makes the required payment within the required period of the Share Purchase Price, the Cash Purchase Price or any combination thereoftime, then the Partnership shall have no obligation to pay any amount to such Contributing Party Partner with respect to the exercise of a Redemption Right for such Series B Preferred Units▇▇▇▇▇, and any Series B Preferred Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of and satisfy a Redemption Right by any Contributing PartyRight, the Partnership, such the Contributing Party Partner and the General Partner each shall treat the transaction between the General Partner and such Contributing Party Partner as a sale of such Contributing PartyPartner's Series B Preferred Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any Contributing PartyPartner's Series B Preferred Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Units; provided, however, that such Contributing PartyPartner's rights under this Agreement with regard to any other Series B Preferred Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market price on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each Contributing Party, and such Contributing Party does hereby accept, the right, but without obligation on the part of such Contributing Party, to require the Partnership to redeem from time to time part or all of the Series B Preferred Common Units of such Contributing Party for the Cash Purchase Price with respect to such Series B Preferred Common Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any Contributing Party's exercise of a Redemption Right by paying to such Contributing Party, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Common Units for which such Contributing Party exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any Contributing Party of a Redemption Right as to certain Series B Preferred Common Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof, then the Partnership shall have no obligation to pay any amount to such Contributing Party with respect to the exercise of a Redemption Right for such Series B Preferred Common Units, and any Series B Preferred Common Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of a Redemption Right by any Contributing Party, the Partnership, such Contributing Party and the General Partner each shall treat the transaction between the General Partner and such Contributing Party as a sale of such Contributing Party's Series B Preferred Common Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any Contributing Party's Series B Preferred Common Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Common Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Common Units; provided, however, that such Contributing Party's rights under this Agreement with regard to any other Series B Preferred Common Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Common Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall may issue such the Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each the Contributing Party, and such the Contributing Party does hereby accept, the right, but without obligation on the part of such the Contributing Party, to require the Partnership to redeem from time to time part or all of the Series B Preferred Common Units of such the Contributing Party for the Cash Purchase Price with respect to such Series B Preferred Common Units ("“Redemption Rights"”). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any the Contributing Party's ’s exercise of a Redemption Right by paying to such the Contributing Party, at the General Partner's ’s election (which may be exercised in the General Partner's ’s sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Common Units for which such the Contributing Party exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any the Contributing Party of a Redemption Right as to certain Series B Preferred Common Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof, then the Partnership shall have no obligation to pay any amount to such the Contributing Party with respect to the exercise of a Redemption Right for such Series B Preferred Common Units, and any Series B Preferred Common Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of a Redemption Right by any the Contributing Party, the Partnership, such the Contributing Party and the General Partner each shall treat the transaction between the General Partner and such the Contributing Party as a sale of such the Contributing Party's Series B Preferred ’s Common Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any the Contributing Party's Series B Preferred ’s Common Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Common Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Common Units; provided, however, that such the Contributing Party's ’s rights under this Agreement with regard to any other Series B Preferred Common Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each the Contributing Party, and such the Contributing Party does hereby accept, the right, but without obligation on the part of such the Contributing Party, to require the Partnership to redeem from time to time (i) part or all of the Subject Series B K Preferred Units of such the Contributing Party for the Cash Purchase Price with respect to such Subject Series B K Preferred Units and ("ii) part or all of the Subject Common Units of the Contributing Party for a per unit amount equal to $0.324405869 multiplied by the Common Unit Conversion Factor (such per unit amount multiplied by the number of Subject Common Units to be redeemed or purchased in accordance with this Agreement, the “Common Unit Purchase Price” and the redemption rights set forth in clauses (i) and (ii) of this paragraph, the “Redemption Rights"”). Notwithstanding the foregoing, with respect to each exercise of Redemption Rights, a proportionate number of Subject Series K Preferred Units and Subject Common Units must be submitted for redemption such that (x) the quotient of: the number of Subject Series K Preferred Units then submitted for redemption divided by the total number of Subject Series K Preferred Units that have been issued to date as a result of the conversion of Series E Preferred Units of the Contributing Party is equal to (y) the quotient of: the number of Subject Common Units then submitted for redemption divided by the total number of Subject Common Units that have been issued to date as a result of the conversion of Series E Preferred Units of the Contributing Party. (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any the Contributing Party's ’s exercise of a the Redemption Right Rights with respect to the Subject Series K Preferred Units for which the Contributing Party exercised its Redemption Rights by paying to such the Contributing Party, at the General Partner's ’s election (which may be exercised in the General Partner's ’s sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Subject Series B K Preferred Units for which such the Contributing Party exercised its Redemption Rights; provided, however, that if at the time of the satisfaction of such obligation the General Partner is not an Exchange Act Reporting Company or the Resale Registration Statement is not then current and effective and the General Partner is ineligible to file a registration statement with the SEC on Form S-3 (or any successor form), then notwithstanding anything to the contrary contained herein, if the General Partner elects to satisfy such obligation, then it shall be required to deliver the full Cash Purchase Price to the Contributing Party in accordance with the terms hereof. If the General Partner duly assumes such obligations with respect to the exercise by any the Contributing Party of a the Redemption Right Rights as to certain Subject Series B K Preferred Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof, as applicable, then the Partnership shall have no obligation to pay any amount to such the Contributing Party with respect to the exercise of a the Redemption Right Rights for such Subject Series B K Preferred Units, and any Subject Series B K Preferred Units purchased shall be owned by the General Partner for all purposes; provided, however, that until the General Partner makes such payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof in accordance with the terms hereof, the Partnership shall remain liable to the Contributing Party for the Cash Purchase Price. (c) If the General Partner shall duly assume and satisfy the obligations of the Partnership with respect to Subject Series K Preferred Units for which the exercise of a Contributing Party exercised its Redemption Right by any Contributing PartyRights, the Partnership, such the Contributing Party and the General Partner each shall treat the transaction between the General Partner and such the Contributing Party as a sale of such the Contributing Party's ’s Subject Series B K Preferred Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any the Contributing Party's ’s Subject Series B K Preferred Units and Subject Common Units and the payment of the Purchase Price and Common Unit Purchase Price (respectively) with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Subject Series B K Preferred Units and Subject Common Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Subject Series B K Preferred Units and Subject Common Units; provided, however, that such the Contributing Party's ’s rights under this Agreement with regard to any other Subject Series B K Preferred Units and Subject Common Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price of the Shares on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each the Contributing Party, and such the Contributing Party does hereby accept, the right, but without obligation on the part of such the Contributing Party, to require the Partnership to redeem from time to time part or all of the Series B Preferred Subject Common Units of such the Contributing Party for the Cash Purchase Price with respect to such Series B Preferred Subject Common Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any the Contributing Party's exercise of a Redemption Right by paying to such the Contributing Party, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Subject Common Units for which such the Contributing Party exercised its Redemption Rights; provided, however, that if at the time of the satisfaction of such obligation the General Partner is not an Exchange Act Reporting Company or the Resale Registration Statement is not then current and effective and the General Partner is ineligible to file a registration statement with the SEC on Form S-3 (or any successor form), then notwithstanding anything to the contrary contained herein, if the General Partner elects to satisfy such obligation, then it shall be required to deliver the full Cash Purchase Price to the Contributing Party in accordance with the terms hereof. If the General Partner duly assumes such obligations with respect to the exercise by any the Contributing Party of a Redemption Right as to certain Series B Preferred Subject Common Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof, as applicable, then the Partnership shall have no obligation to pay any amount to such the Contributing Party with respect to the exercise of a Redemption Right for such Series B Preferred Subject Common Units, and any Series B Preferred Subject Common Units purchased shall be owned by the General Partner for all purposes; provided, however, that until the General Partner makes such payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof in accordance with the terms hereof, the Partnership shall remain liable to the Contributing Party for the Cash Purchase Price. (c) If the General Partner shall duly assume and satisfy the obligations of the Partnership with respect to the exercise of a Redemption Right by any the Contributing Party, the Partnership, such the Contributing Party and the General Partner each shall treat the transaction between the General Partner and such the Contributing Party as a sale of such the Contributing Party's Series B Preferred Subject Common Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any the Contributing Party's Series B Preferred Subject Common Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Subject Common Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Subject Common Units; provided, however, that such the Contributing Party's rights under this Agreement with regard to any other Series B Preferred Subject Common Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).

Grant of Redemption Rights. (a) Upon Each Class A Limited Partner shall have the right, but not the obligation (such rights hereinafter sometimes referred to as the “Redemption Rights”), to redeem all or a portion of the Partnership Units held by such Limited Partner (as a Class A Limited Partner) to the Partnership (or its designee) at any time or from time to time prior to the time the Partnership is dissolved, on the terms and subject to the conditions and restrictions contained hereinin Exhibit D hereto. The Redemption Rights granted hereunder may be exercised by any one or more of such Limited Partners, on the terms and subject and to the conditions and restrictions contained in Exhibit D hereto, upon delivery to the General Partner of an Exercise Notice in the form of Schedule 1 attached to Exhibit D, which notice shall specify the Partnership Units to be redeemed by such Limited Partner. Once delivered, the Redemption Exercise Notice shall be irrevocable, subject to payment by the Partnership does hereby grant to each Contributing Party, and such Contributing Party does hereby accept, of the right, but without obligation on the part Purchase Price in respect of such Contributing Party, to require Partnership Units in accordance with the Partnership to redeem from time to time part or all of the Series B Preferred Units of such Contributing Party for the Cash Purchase Price with respect to such Series B Preferred Units ("Redemption Rights")terms hereof. (b) Notwithstanding the The terms and provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any Contributing Party's exercise of a Redemption Right by paying to such Contributing Party, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect applicable to the Series B Preferred Units for which such Contributing Party exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any Contributing Party of a Redemption Right as to certain Series B Preferred Units and makes the required payment of the Share Purchase Price, the Cash Purchase Price or any combination thereof, then the Partnership shall have no obligation to pay any amount to such Contributing Party with respect to the exercise of a Redemption Right for such Series B Preferred Units, and any Series B Preferred Units purchased Rights shall be owned as set forth in attached Exhibit D. (c) Any Partnership Units acquired by the General Partner for all purposes. (c) If in accordance with Exhibit D hereto pursuant to an exercise by any Class A Limited Partner of the Redemption Rights shall be deemed to be acquired by and reallocated or reissued to the General Partner. The General Partner shall assume amend Exhibit A hereto to reflect each such conversion and satisfy the obligations reallocation or reissuance of Partnership Units and each corresponding recalculation of the Partnership with respect to Units of the exercise of a Redemption Right by any Contributing Party, the Partnership, such Contributing Party and the General Partner each shall treat the transaction between the General Partner and such Contributing Party as a sale of such Contributing Party's Series B Preferred Units (or a portion thereof) to the General Partner for federal income tax purposesPartners. (d) Upon the redemption or purchase of part or all of any Contributing Party's Series No Class B Preferred Units and the payment of the Purchase Price with respect thereto, such Person Limited Partner shall be deemed withdrawn as a Partner in the Partnership entitled to the extent Redemption Rights unless and until the Board of the Series B Preferred Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Units; provided, however, that such Contributing Party's rights under this Agreement with regard to any other Series B Preferred Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Share liquidation preference on the relevant closing date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock Trustees of the General Partner other than those issued pursuant hereto and pursuant agrees to reclassify the Common Units Redemption Rights Agreement)Class B Limited Partner as a Class A Limited Partner.

Grant of Redemption Rights. (a) Upon the terms and subject to the conditions contained herein, the Partnership does hereby grant to each Contributing PartyPartner, and such Contributing Party Partner does hereby accept, the right, but without obligation on the part of such Contributing PartyPartner, to require the Partnership to redeem from time to time part or all of the Series B Preferred Units of such Contributing Party Partner for the Cash Purchase Price with respect to such Series B Preferred Units ("Redemption Rights"). (b) Notwithstanding the provisions of Section 2(a), the General Partner may, in its sole and absolute discretion, assume and satisfy the obligation of the Partnership with respect to any and satisfy Contributing PartyPartner's exercise of a Redemption Right by paying to such Contributing PartyPartner, at the General Partner's election (which may be exercised in the General Partner's sole discretion), either the Cash Purchase Price or the Share Purchase Price (or a combination thereof) with respect to the Series B Preferred Units for which such Contributing Party Partner exercised its Redemption Rights. If the General Partner assumes such obligations with respect to the exercise by any Contributing Party Partner of a Redemption Right as to certain Series B Preferred Units and makes the required payment within the required period of the Share Purchase Price, the Cash Purchase Price or any combination thereoftime, then the Partnership shall have no obligation to pay any amount to such Contributing Party Partner with respect to the exercise of a Redemption Right for such Series B Preferred Units, and any Series B Preferred Units purchased shall be owned by the General Partner for all purposes. (c) If the General Partner shall assume and satisfy the obligations of the Partnership with respect to the exercise of and satisfy a Redemption Right by any Contributing PartyRight, the Partnership, such the Contributing Party Partner and the General Partner each shall treat the transaction between the General Partner and such Contributing Party Partner as a sale of such Contributing PartyPartner's Series B Preferred Units (or a portion thereof) to the General Partner for federal income tax purposes. (d) Upon the redemption or purchase of part or all of any Contributing PartyPartner's Series B Preferred Units and the payment of the Purchase Price with respect thereto, such Person shall be deemed withdrawn as a Partner in the Partnership to the extent of the Series B Preferred Units redeemed or purchased and shall have no further rights or obligations under this Agreement with respect to such redeemed or purchased Series B Preferred Units; provided, however, that such Contributing PartyPartner's rights under this Agreement with regard to any other Series B Preferred Units will continue in full force and effect. (e) No fractional Shares shall be issued hereunder. In lieu of fractional Shares, the General Partner shall pay cash based on the per Current Per Share liquidation preference Market Price on the relevant closing dateComputation Date. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall not issue the Share Purchase Price upon exercise of any Redemption Right by a Contributing Partner with respect to any Series B Preferred Units unless all of the Shares so issued are listed on the New York Stock Exchange and the Registration Statement (as herein defined) covering such Shares shall be in effect and available for use to effect a public distribution by the holder thereof of such Shares immediately upon such issuance and the General Partner only shall issue such Share Purchase Price to the extent that the issuance of such Shares to such Contributing Party does not violate the Certificate of Incorporation (assuming such Contributing Party owns no shares of capital stock of the General Partner other than those issued pursuant hereto and pursuant to the Common Units Redemption Rights Agreement).