Common use of Redemption of the Series A Preferred Units Clause in Contracts

Redemption of the Series A Preferred Units. (i) On or after August 1, 2017, the holders of Series A Preferred Units (other than the General Partner) shall have the right (the “Series A Redemption Right”) to require the Partnership to redeem the Series A Preferred Units in whole or in part, at any time and from time to time, by delivering a notice (the “Notice of Redemption”) upon not less than 30 days as set forth herein, subject to the provisions described below, in cash in an amount equal to the holder’s Capital Account after the Carrying Values of all Partnership assets are adjusted and the holder’s Capital Account is adjusted accordingly for the Series A Preferred Units being redeemed. Any such Series A Redemption Right shall be exercised pursuant to notice of redemption (a “Series A Notice of Redemption”), substantially in the form attached to the Agreement as Exhibit B, delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Series A Redemption Right (the “Series A Redeeming Partner”). (ii) The Series A Redeeming Partner shall have no right with respect to any Series A Preferred Units so redeemed to receive any distributions paid after the Series A Specified Redemption Date, unless the record date for the distribution preceded the Series A Specified Redemption Date. If the record date for such distribution was a date prior to the Series A Specified Redemption Date and the Distribution Payment Date in respect of such distribution was a date after the Series A Specified Redemption Date, such Series A Redeeming Partner shall be required, as a condition of the redemption of such Series A Preferred Units, to pay the amount of such distribution to the Partnership (if such Series A Preferred Units are redeemed for cash) or to the General Partner (if such Series A Preferred Units are redeemed for Series A Preferred Shares). (iii) If the holder of the Series A Preferred Units has delivered a Series A Notice of Redemption, the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership and transfer of Series A Preferred Shares set forth in the Declaration of Trust), elect to assume directly and satisfy the Series A Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the holder’s Capital Account for the Series A Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted and the holder’s Capital Account is adjusted accordingly or (y) in the form of Series A Preferred Shares, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series A Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Series A Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series A Redemption Right in the manner described in the first sentence of this paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Series A Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner. Nothing contained in this paragraph (iii) shall imply any right of the General Partner to require any holder of Series A Preferred Units to exercise the Series A Redemption Right afforded pursuant to paragraph (i) above. (iv) In the event that the Partnership redeems Series A Preferred Units for cash in accordance with Section 2.D(i), the units so redeemed shall be terminated. In the event that the General Partner determines to pay the Redeeming Partner in the form of Series A Preferred Shares, the General Partner shall issue to the Series A Redeeming Partner one Series A Preferred Share for each Series A Preferred Unit being redeemed (subject to modification as set forth in paragraph (v) below), whereupon the General Partner shall acquire the Series A Preferred Units offered for redemption by the Series A Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series A Preferred Units. Any accumulated and unpaid distributions on such Series A Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series A Preferred Shares paid to the Series A Redeeming Partner in consideration of such Series A Preferred Units at the time of the issuance of such Series A Preferred Shares. (v) In the event that there shall be outstanding at any time both Series A Preferred Shares and Series A Preferred Units and the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange with respect to the Series A Preferred Shares), in each case as a result of which the Series A Preferred Shares are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), thereafter the Redemption Price payable by the General Partner in respect of one Series A Preferred Unit shall be the kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return for one Series A Preferred Share; and the General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In case there shall be outstanding Series A Preferred Units and no Series A Preferred Shares and the General Partner shall be a party to any merger or consolidation in which the General Partner is not the surviving entity, then the Series A Preferred Shares deliverable by the General Partner thereafter in redemption of Series A Preferred Units pursuant to clause (iii) above shall be shares of the surviving entity or any entity controlling the surviving entity having the preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption substantially similar to those set forth on this Exhibit C. (vi) Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Series A Preferred Shares upon exercise of the Series A Redemption Right.

Redemption of the Series A Preferred Units. (i) On or after August 1, 2017Except in connection with the redemption of the Series A Preferred Shares by the General Partner as permitted by Article VI of the Declaration of Trust, the holders of Series A Preferred Units (other than shall not be redeemable prior to April 1, 2001. On and after April 1, 2001, the General Partner) shall have the right (the “Series A Redemption Right”) to require Partner may, at its option, cause the Partnership to redeem the Series A Preferred Units for Class A Units, in whole or in part, at any time and from time to time, by delivering a notice (the “Notice of Redemption”) upon not less than 30 days as set forth herein, subject to the provisions described below, in cash in an amount equal to the holder’s Capital Account after the Carrying Values of all Partnership assets are adjusted and the holder’s Capital Account is adjusted accordingly for the Series A Preferred Units being redeemed. Any such Series A Redemption Right shall be exercised pursuant to notice of redemption (a “Series A Notice of Redemption”), substantially in the form attached to the Agreement as Exhibit B, delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Series A Redemption Right (the “Series A Redeeming Partner”). (ii) The Series A Redeeming Preferred Units may be redeemed, in whole or in part, at the option of the General Partner, in its capacity as the holder of the Series A Preferred Units, at any time, provided that the General Partner shall have no right with respect to any redeem an equivalent number of Series A Preferred Shares. Such redemption of Series A Preferred Units shall occur substantially concurrently with the redemption by the General Partner of such Series A Preferred Shares (the "Redemption Date"). (iii) Upon redemption of Series A Preferred Units by the General Partner on the Redemption Date, each Series A Preferred Unit so redeemed shall be converted into a number of Class A Units equal to receive any distributions paid after the aggregate Liquidation Preference of the Series A Specified Preferred Units being redeemed divided by the Conversion Price as of the opening of business on the Redemption Date, unless the record date for the distribution preceded the . Upon any redemption of Series A Specified Preferred Units, the Partnership shall pay any accrued and unpaid distributions in arrears for any Distribution Period ending on or prior to the Redemption Date. If the record date for such distribution was Redemption Date falls after a date Dividend Payment Record Date and prior to the corresponding Dividend Payment Date, then the General Partner, in its capacity as the holder of Series A Specified Redemption Date and Preferred Units, shall be entitled to distributions payable on the Distribution Payment Date in respect equivalent number of such distribution was a date after Series A Preferred Units as the number of the Series A Specified Redemption Date, such Series A Redeeming Preferred Shares with respect to which the General Partner shall be required, as a condition pursuant to the terms of the Declaration of Trust, to pay to the holders of Series A Preferred Shares at the close of business on such Dividend Payment Record Date for the Series A Preferred Shares who, pursuant to such Declaration of Trust, are entitled to the dividend payable on such Series A Preferred Shares on the corresponding Dividend Payment Date notwithstanding the redemption of such Series A Preferred UnitsShares before such Dividend Payment Date. Except as provided above, to pay the amount of such distribution to the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series A Preferred Units called for redemption or on the Class A Units issued upon such redemption. (if iv) If full cumulative distributions on the Series A Preferred Units and any other series or class or classes of Parity Units of the Partnership have not been paid or declared and set apart for payment, except in connection with a purchase, redemption or other acquisition of Series A Preferred Shares or shares of beneficial interest ranking on a parity with such Series A Preferred Shares as permitted under Article VI of the Declaration of Trust, the Series A Preferred Units may not be redeemed in part and the Partnership may not purchase, redeem or otherwise acquire Series A Preferred Units or any Parity Units other than in exchange for Junior Units. As promptly as practicable after the surrender of the certificates for any such Series A Preferred Units are redeemed for cash) or to the General Partner (if so redeemed, such Series A Preferred Units are redeemed shall be exchanged for certificates of Class A Units and any cash (without interest thereon) for which such Series A Preferred Shares). (iii) Units have been redeemed. If the holder of fewer than all the Series A Preferred Units has delivered a Series A Notice of Redemptionrepresented by any certificate are redeemed, then new certificates representing the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership and transfer of Series A Preferred Shares set forth in the Declaration of Trust), elect to assume directly and satisfy the Series A Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the holder’s Capital Account for the unredeemed Series A Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted and the holder’s Capital Account is adjusted accordingly or (y) in the form of Series A Preferred Shares, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series A Redemption Right, the General Partner shall not have any obligation be issued without cost to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Series A Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series A Redemption Right in the manner described in the first sentence of this paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Series A Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner. Nothing contained in this paragraph (iii) shall imply any right of the General Partner to require any holder of Series A Preferred Units to exercise the Series A Redemption Right afforded pursuant to paragraph (i) abovethereof. (iv) In the event that the Partnership redeems Series A Preferred Units for cash in accordance with Section 2.D(i), the units so redeemed shall be terminated. In the event that the General Partner determines to pay the Redeeming Partner in the form of Series A Preferred Shares, the General Partner shall issue to the Series A Redeeming Partner one Series A Preferred Share for each Series A Preferred Unit being redeemed (subject to modification as set forth in paragraph (v) below), whereupon the General Partner shall acquire the Series A Preferred Units offered for redemption by the Series A Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series A Preferred Units. Any accumulated and unpaid distributions on such Series A Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series A Preferred Shares paid to the Series A Redeeming Partner in consideration of such Series A Preferred Units at the time of the issuance of such Series A Preferred Shares. (v) In the event that there shall be outstanding at any time both Series A Preferred Shares and Series A Preferred Units and the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange with respect to the Series A Preferred Shares), in each case as a result of which the Series A Preferred Shares are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), thereafter the Redemption Price payable by the General Partner in respect of one Series A Preferred Unit shall be the kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return for one Series A Preferred Share; and the General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In case there shall be outstanding Series A Preferred Units and no Series A Preferred Shares and the General Partner shall be a party to any merger or consolidation in which the General Partner is not the surviving entity, then the Series A Preferred Shares deliverable by the General Partner thereafter in redemption of Series A Preferred Units pursuant to clause (iii) above shall be shares of the surviving entity or any entity controlling the surviving entity having the preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption substantially similar to those set forth on this Exhibit C. (vi) Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Series A Preferred Shares upon exercise of the Series A Redemption Right.

Redemption of the Series A Preferred Units. (i) On or after August 1, 2017It is the parties’ intention that upon the last to die of H. ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the holders of Series A Preferred Units (other than the General Partner) shall have the right (the “may be redeemed pursuant to a Series A Preferred Redemption Right”as described in Section 16.4(A) of the Partnership Agreement by offsetting the Series A Preferred Redemption Amount against the amount due and payable on the Promissory Note, provided that the aggregate Series A Preferred Redemption Amount equals or exceeds the amount due and payable on the Promissory Note, with the excess balance of the Series A Preferred Redemption Amount to require be paid by the Partnership to redeem the holders of the Series A Preferred Units in whole or in part, at any time and from time to time, by delivering a notice (the “Notice of Redemption”) upon not less than 30 days as set forth herein, subject to the provisions described below, in cash in an amount equal to the holder’s Capital Account after the Carrying Values of all Partnership assets are adjusted and the holder’s Capital Account is adjusted accordingly for the Series A Preferred Units being redeemed. Any such Series A Redemption Right shall be exercised pursuant to notice of redemption (a “Series A Notice of Redemption”), substantially in the form attached to the Agreement as Exhibit B, delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Series A Redemption Right (the “Series A Redeeming Partner”). (ii) The Series A Redeeming Partner shall have no right with respect to any Series A Preferred Units so redeemed to receive any distributions paid after the Series A Specified Redemption Date, unless the record date for the distribution preceded the Series A Specified Redemption Date. If the record date for such distribution was a date prior to the Series A Specified Redemption Date and the Distribution Payment Date in respect of such distribution was a date after the Series A Specified Redemption Date, such Series A Redeeming Partner shall be required, as a condition of the redemption of such Series A Preferred Units, to pay the amount of such distribution to the Partnership (if such Series A Preferred Units are redeemed for cash) or to the General Partner (if such Series A Preferred Units are redeemed for Series A Preferred Shares). (iii) If the holder full satisfaction of the Series A Preferred Units has delivered Units. This provision does not release or alter the Knuppes’ obligations under the Promissory Note but instead provides a Series A Notice manner for repayment of Redemption, the General Partner may, in its sole amounts due and absolute discretion payable on the Promissory Note following the last to die of the Knuppes. As a condition for entering into this Letter Agreement (subject to any limitations on ownership and transfer of Series A Preferred Shares set forth in the Declaration of Trust“Condition Precedent”), elect to assume directly and satisfy the Series A Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the holder’s Capital Account for the Series A Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted and the holder’s Capital Account is adjusted accordingly or (y) in the form of Series A Preferred Shares, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series A Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Series A Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series A Redemption Right in the manner described in the first sentence of this paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Series A Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner Knuppes (along with any related parties which own the Knuppe Properties, as defined herein) agree to execute a sale right of first offer agreement (the “ROFO Agreement”) within 60 days of the Redeeming Partner’s Partnership Units to the General Partner. Nothing contained in effective date of this paragraph (iii) shall imply any right of the General Partner to require any holder of Series A Preferred Units to exercise the Series A Redemption Right afforded pursuant to paragraph (i) above. (iv) In the event that the Partnership redeems Series A Preferred Units for cash in accordance with Section 2.D(i), the units so redeemed shall be terminated. In the event that the General Partner determines to pay the Redeeming Partner in the form of Series A Preferred Shares, the General Partner shall issue to the Series A Redeeming Partner one Series A Preferred Share for each Series A Preferred Unit being redeemed (subject to modification as set forth in paragraph (v) below), whereupon the General Partner shall acquire the Series A Preferred Units offered for redemption by the Series A Redeeming Partner and shall be treated for all purposes of the Letter Agreement as the owner of such Series A Preferred Units. Any accumulated and unpaid distributions on such Series A Preferred Units to whereby upon the date of such redemption shall also be deemed to have accumulated on the Series A Preferred Shares paid to the Series A Redeeming Partner in consideration of such Series A Preferred Units at the time death of the issuance last to die of such Series A Preferred Shares. the Knuppes, the Partnership will be given a right of first offer to acquire from the Knuppes' estate the properties commonly referred to as: i) AAAAA Rent-A-Space-Moraga, Ltd. Limited Partnership, ii) AAAAA Rent-A-Space, ▇▇▇▇▇▇ City, Ltd. Limited Partnership, and iii) AAAAA Rent-A-Space, Maui Limited Partnership (v) In “Knuppe Properties”). Capitalized terms used herein and not otherwise defined shall have the event that there meanings given to them in the Partnership Agreement. This Letter Agreement may be executed in any number of counterparts with the same effect as if all the signatories had signed the same document. All counterparts shall be outstanding at any time both Series A Preferred Shares construed together and Series A Preferred Units shall constitute one agreement. If the foregoing meets with your approval, kindly countersign this Letter Agreement below to indicate your acceptance and the General Partner shall be a party agreement to any transaction (includingits terms. Sincerely, without limitationEXTRA SPACE STORAGE LP, a mergerDelaware limited partnership By: ESS HOLDINGS BUSINESS TRUST I, consolidation or statutory share exchange with respect to the Series A Preferred Shares)a Massachusetts business trust, in each case its sole general partner By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇ Title: Trustee Accepted and agreed as a result of which the Series A Preferred Shares are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), thereafter the Redemption Price payable by the General Partner in respect of one Series A Preferred Unit shall be the kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return for one Series A Preferred Share; and the General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In case there shall be outstanding Series A Preferred Units and no Series A Preferred Shares and the General Partner shall be a party to any merger or consolidation in which the General Partner is not the surviving entity, then the Series A Preferred Shares deliverable by the General Partner thereafter in redemption of Series A Preferred Units pursuant to clause (iii) above shall be shares of the surviving entity or any entity controlling the surviving entity having the preferencesdate first above written. ESS HOLDINGS BUSINESS TRUST I, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption substantially similar to those set forth on this Exhibit C.a Massachusetts business trust By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇ ▇▇▇▇▇▇ Title: Trustee (vi) Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Series A Preferred Shares upon exercise of the Series A Redemption Right.H. ▇▇▇▇▇ ▇▇▇▇▇▇

Redemption of the Series A Preferred Units. (i) On or after August 1, 2017Except in connection with the redemption of the Series A Preferred Shares by the General Partner as permitted by Article VI of the Declaration of Trust, the holders of Series A Preferred Units (other than shall not be redeemable prior to April 1, 2001. On and after April 1, 2001, the General Partner) shall have the right (the “Series A Redemption Right”) to require Partner may, at its option, cause the Partnership to redeem the Series A Preferred Units for Class A Units, in whole or in part, at any time and from time to time, by delivering a notice (the “Notice of Redemption”) upon not less than 30 days as set forth herein, subject to the provisions described below, in cash in an amount equal to the holder’s Capital Account after the Carrying Values of all Partnership assets are adjusted and the holder’s Capital Account is adjusted accordingly for the Series A Preferred Units being redeemed. Any such Series A Redemption Right shall be exercised pursuant to notice of redemption (a “Series A Notice of Redemption”), substantially in the form attached to the Agreement as Exhibit B, delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Series A Redemption Right (the “Series A Redeeming Partner”). (ii) The Series A Redeeming Preferred Units may be redeemed, in whole or in part, at the option of the General Partner, in its capacity as the holder of the Series A Preferred Units, at any time, provided that the General Partner shall have no right with respect to any redeem an equivalent number of Series A Preferred Shares. Such redemption of Series A Preferred Units shall occur substantially concurrently with the redemption by the General Partner of such Series A Preferred Shares (the "Redemption Date"). (iii) Upon redemption of Series A Preferred Units by the General Partner on the Redemption Date, each Series A Preferred Unit so redeemed shall be converted into a number of Class A Units equal to receive any distributions paid after the aggregate Liquidation Preference of the Series A Specified Preferred Units being redeemed divided by the Conversion Price as of the opening of business on the Redemption Date, unless the record date for the distribution preceded the . Upon any redemption of Series A Specified Preferred Units, the Partnership shall pay any accrued and unpaid distributions in arrears for any Distribution Period ending on or prior to the Redemption Date. If the record date for such distribution was Redemption Date falls after a date Dividend Payment Record Date and prior to the corresponding Dividend Payment Date, then the General Partner, in its capacity as the holder of Series A Specified Redemption Date and Preferred Units, shall be entitled to distributions payable on the Distribution Payment Date in respect equivalent number of such distribution was a date after Series A Preferred Units as the number of the Series A Specified Redemption Date, such Series A Redeeming Preferred Shares with respect to which the General Partner shall be required, as a condition pursuant to the terms of the Declaration of Trust, to pay to the holders of Series A Preferred Shares at the close of business on such Dividend Payment Record Date for the Series A Preferred Shares who, pursuant to such Declaration of Trust, are entitled to the dividend payable on such Series A Preferred Shares on the corresponding Dividend Payment Date notwithstanding the redemption of such Series A Preferred UnitsShares before such Dividend Payment Date. Except as provided above, to pay the amount of such distribution to the Partnership (if such shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series A Preferred Units are redeemed called for cash) redemption or to on the General Partner (if Class A Units issued upon such Series A Preferred Units are redeemed for Series A Preferred Shares)redemption. (iiiiv) If the holder of full cumulative distributions on the Series A Preferred Units has delivered and any other series or class or classes of Parity Units of the Partnership have not been paid or declared and set apart for payment, except in connection with a Series A Notice of Redemptionpurchase, the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership and transfer redemption or other acquisition of Series A Preferred Shares set forth in or shares of beneficial interest ranking on a parity with such Series A Preferred Shares as permitted under Article VI of the Declaration of Trust), elect to assume directly and satisfy the Series A Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the holder’s Capital Account for the Series A Preferred Units being may not be redeemed after the Carrying Values of all Partnership assets are adjusted in part and the holder’s Capital Account is adjusted accordingly Partnership may not purchase, redeem or (y) in the form of Series A Preferred Shares, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series A Redemption Right, the General Partner shall not have any obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Series A Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series A Redemption Right in the manner described in the first sentence of this paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Series A Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner. Nothing contained in this paragraph (iii) shall imply any right of the General Partner to require any holder of otherwise acquire Series A Preferred Units to exercise the Series A Redemption Right afforded pursuant to paragraph (i) above. (iv) In the event that the Partnership redeems Series A Preferred Units for cash in accordance with Section 2.D(i), the units so redeemed shall be terminated. In the event that the General Partner determines to pay the Redeeming Partner in the form of Series A Preferred Shares, the General Partner shall issue to the Series A Redeeming Partner one Series A Preferred Share for each Series A Preferred Unit being redeemed (subject to modification as set forth in paragraph (v) below), whereupon the General Partner shall acquire the Series A Preferred Units offered for redemption by the Series A Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series A Preferred Units. Any accumulated and unpaid distributions on such Series A Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series A Preferred Shares paid to the Series A Redeeming Partner in consideration of such Series A Preferred Units at the time of the issuance of such Series A Preferred Shares. (v) In the event that there shall be outstanding at any time both Series A Preferred Shares and Series A Preferred Units and the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange with respect to the Series A Preferred Shares), in each case as a result of which the Series A Preferred Shares are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), thereafter the Redemption Price payable by the General Partner Parity Units other than in respect of one Series A Preferred Unit shall be the kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return exchange for one Series A Preferred Share; and the General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In case there shall be outstanding Series A Preferred Units and no Series A Preferred Shares and the General Partner shall be a party to any merger or consolidation in which the General Partner is not the surviving entity, then the Series A Preferred Shares deliverable by the General Partner thereafter in redemption of Series A Preferred Units pursuant to clause (iii) above shall be shares of the surviving entity or any entity controlling the surviving entity having the preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption substantially similar to those set forth on this Exhibit C. (vi) Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Series A Preferred Shares upon exercise of the Series A Redemption RightJunior Units.

Redemption of the Series A Preferred Units. (i) On or after August 1, 2017If at any time following a change of control, the holders Series A Preferred Stock is not listed on the New York Stock Exchange or American Stock Exchange, or quoted on NASDAQ, the General Partner will have the option to cause the Partnership to redeem the Series A Preferred Units, in whole but not in part, within 90 days after the first date on which both the change of control has occurred and the Series A Preferred Stock is not so listed or quoted, for cash at $25.00 per Series A Preferred Unit plus any accrued and unpaid distributions with respect to the Series A Preferred Units to the Redemption Date. (other than ii) Except as set forth in paragraph (i) above or in connection with the redemption of the Series A Preferred Stock by the General Partner) shall have Partner as permitted by the right (Charter, the “Series A Redemption Right”) Preferred Units shall not be redeemable prior to require September 14, 2011. On and after September 14, 2011, the General Partner may, at its option, cause the Partnership to redeem the Series A Preferred Units for cash, in whole or in part, at any time and from time to time, by delivering a notice (the “Notice of Redemption”) upon not less than 30 days as set forth herein, subject to the provisions described below. (iii) The Series A Preferred Units may be redeemed, in cash whole or in part, at the option of the General Partner, in its capacity as the holder of the Series A Preferred Units, at any time, provided that the General Partner shall redeem an amount equal equivalent number of Series A Preferred Stock. Such redemption of Series A Preferred Units shall occur substantially concurrently with the redemption by the General Partner of such Series A Preferred Stock (the “Redemption Date”). (iv) Upon redemption of Series A Preferred Units by the General Partner on the Redemption Date, each Series A Preferred Unit so redeemed shall be converted into the right to receive Twenty-Five Dollars ($25.00) per Series A Preferred Unit, plus any accrued and unpaid distributions with respect to the holder’s Capital Account Series A Preferred Units to the Redemption Date (the “Redemption Price”). Upon any redemption of Series A Preferred Units, the Partnership shall pay any accrued and unpaid distributions in arrears for any Distribution Period ending on or prior to the Redemption Date. If the Redemption Date falls after a Dividend Payment Record Date and prior to the Carrying Values corresponding Dividend Payment Date, then the General Partner, in its capacity as the holder of all Partnership assets are adjusted and Series A Preferred Units, shall be entitled to distributions payable on the holder’s Capital Account is adjusted accordingly equivalent number of Series A Preferred Units as the number of the Series A Preferred Stock with respect to which the General Partner shall be required, pursuant to the terms of the Charter, to pay to the holders of Series A Preferred Stock at the close of business on such Dividend Payment Record Date for the Series A Preferred Units being redeemed. Any Stock who, pursuant to such Charter, are entitled to the dividend payable on such Series A Redemption Right shall be exercised pursuant to notice of redemption (a “Series A Notice of Redemption”), substantially in Preferred Stock on the form attached to the Agreement as Exhibit B, delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Series A Redemption Right (the “Series A Redeeming Partner”). (ii) The Series A Redeeming Partner shall have no right with respect to any Series A Preferred Units so redeemed to receive any distributions paid after the Series A Specified Redemption Date, unless the record date for the distribution preceded the Series A Specified Redemption Date. If the record date for such distribution was a date prior to the Series A Specified Redemption Date and the Distribution corresponding Dividend Payment Date in respect of such distribution was a date after the Series A Specified Redemption Date, such Series A Redeeming Partner shall be required, as a condition of notwithstanding the redemption of such Series A Preferred UnitsStock before such Dividend Payment Date. Except as provided above, to pay the amount of such distribution to the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series A Preferred Units called for redemption. (if v) If full cumulative distributions on the Series A Preferred Units and any other series or class or classes of Parity Units of the Partnership have not been paid or declared and set apart for payment, except in connection with a purchase, redemption or other acquisition of Series A Preferred Stock or shares of capital stock ranking on a parity with such Series A Preferred Stock as permitted under the Charter, the Series A Preferred Units may not be redeemed in part and the Partnership may not purchase, redeem or otherwise acquire Series A Preferred Units or any Parity Units other than in exchange for Junior Units. As promptly as practicable after the surrender of the certificates for any such Series A Preferred Units are redeemed for cash) or to the General Partner (if so redeemed, such Series A Preferred Units are redeemed shall be exchanged for the cash (without interest thereon) for which such Series A Preferred Shares). (iii) Units have been redeemed. If the holder of fewer than all the Series A Preferred Units has delivered a Series A Notice of Redemptionevidenced by any certificate are redeemed, the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership and transfer of Series A Preferred Shares set forth in Partnership shall issue new certificates evidencing the Declaration of Trust), elect to assume directly and satisfy the Series A Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the holder’s Capital Account for the unredeemed Series A Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted and the holder’s Capital Account is adjusted accordingly or (y) in the form of Series A Preferred Shares, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series A Redemption Right, the General Partner shall not have any obligation without cost to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Series A Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series A Redemption Right in the manner described in the first sentence of this paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Series A Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner. Nothing contained in this paragraph (iii) shall imply any right of the General Partner to require any holder of Series A Preferred Units to exercise the Series A Redemption Right afforded pursuant to paragraph (i) abovethereof. (iv) In the event that the Partnership redeems Series A Preferred Units for cash in accordance with Section 2.D(i), the units so redeemed shall be terminated. In the event that the General Partner determines to pay the Redeeming Partner in the form of Series A Preferred Shares, the General Partner shall issue to the Series A Redeeming Partner one Series A Preferred Share for each Series A Preferred Unit being redeemed (subject to modification as set forth in paragraph (v) below), whereupon the General Partner shall acquire the Series A Preferred Units offered for redemption by the Series A Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series A Preferred Units. Any accumulated and unpaid distributions on such Series A Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series A Preferred Shares paid to the Series A Redeeming Partner in consideration of such Series A Preferred Units at the time of the issuance of such Series A Preferred Shares. (v) In the event that there shall be outstanding at any time both Series A Preferred Shares and Series A Preferred Units and the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange with respect to the Series A Preferred Shares), in each case as a result of which the Series A Preferred Shares are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), thereafter the Redemption Price payable by the General Partner in respect of one Series A Preferred Unit shall be the kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return for one Series A Preferred Share; and the General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In case there shall be outstanding Series A Preferred Units and no Series A Preferred Shares and the General Partner shall be a party to any merger or consolidation in which the General Partner is not the surviving entity, then the Series A Preferred Shares deliverable by the General Partner thereafter in redemption of Series A Preferred Units pursuant to clause (iii) above shall be shares of the surviving entity or any entity controlling the surviving entity having the preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption substantially similar to those set forth on this Exhibit C. (vi) Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Series A Preferred Shares upon exercise of the Series A Redemption Right.

Redemption of the Series A Preferred Units. (ia) On or after August 1, 2017, the holders of The Series A Preferred Units (other than shall be redeemed by the General Partner) shall have the right (the “Series A Redemption Right”) to require the Partnership to redeem the Series A Preferred Units Partnership, in whole or in part, at the option of the Company, in its capacity as the holder of the Series A Preferred Units, at any time and from time to timethat the Company may redeem the Series A Preferred Stock, provided that the Company shall redeem an equivalent number of Series A Preferred Stock. Such redemption of Series A Preferred Units shall occur substantially concurrently with the redemption by delivering a notice the Company of such Series A Preferred Stock (the “Notice Series A Redemption Date”). (b) Upon redemption of Redemption”Series A Preferred Units on the Series A Redemption Date, each Series A Preferred Unit so redeemed shall be converted into the right to receive Twenty-Five Dollars ($25.00) upon not less than 30 days as set forth hereinper Series A Preferred Unit, subject plus any accrued and unpaid distributions with respect to the provisions described belowSeries A Preferred Units to the Series A Redemption Date (the “Series A Redemption Price”). (c) Upon any redemption of Series A Preferred Units, the Partnership shall pay any accrued and unpaid distributions in arrears for any Distribution Period ending on or prior to the Series A Redemption Date. If the Series A Redemption Date falls after a Dividend Payment Record Date and prior to the corresponding Dividend Payment Date, then the Company, in cash in an amount equal its capacity as the holder of Series A Preferred Units, shall be entitled to distributions payable on the equivalent number of Series A Preferred Units as the number of the Series A Preferred Stock with respect to which the Company shall be required, pursuant to the holder’s Capital Account after terms of the Carrying Values Charter, to pay to the holders of all Partnership assets are adjusted and Series A Preferred Stock at the holder’s Capital Account is adjusted accordingly close of business on such Dividend Payment Record Date for the Series A Preferred Units being redeemed. Any Stock who, pursuant to such Charter, are entitled to the dividend payable on such Series A Redemption Right shall be exercised pursuant to notice of redemption (a “Series A Notice of Redemption”), substantially in Preferred Stock on the form attached to the Agreement as Exhibit B, delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Series A Redemption Right (the “Series A Redeeming Partner”). (ii) The Series A Redeeming Partner shall have no right with respect to any Series A Preferred Units so redeemed to receive any distributions paid after the Series A Specified Redemption Date, unless the record date for the distribution preceded the Series A Specified Redemption Date. If the record date for such distribution was a date prior to the Series A Specified Redemption Date and the Distribution corresponding Dividend Payment Date in respect of such distribution was a date after the Series A Specified Redemption Date, such Series A Redeeming Partner shall be required, as a condition of notwithstanding the redemption of such Series A Preferred UnitsStock before such Dividend Payment Date. Except as provided above, to pay the amount of such distribution to the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series A Preferred Units called for redemption. (if d) If full cumulative distributions on the Series A Preferred Units and any other series or class or classes of Parity Preferred Units of the Partnership have not been paid or declared and set apart for payment, except in connection with a purchase, redemption or other acquisition of Series A Preferred Stock or shares of capital stock ranking on a parity with such Series A Preferred Stock as permitted under the Charter, the Series A Preferred Units may not be redeemed in part and the Partnership may not purchase, redeem or otherwise acquire Series A Preferred Units or any Parity Preferred Units other than in exchange for Junior Units. (e) As promptly as practicable after the surrender of the certificates for any such Series A Preferred Units are redeemed for cash) or to the General Partner (if so redeemed, such Series A Preferred Units are redeemed shall be exchanged for the cash (without interest thereon) for which such Series A Preferred Shares). (iii) Units have been redeemed. If the holder of fewer than all the Series A Preferred Units has delivered a Series A Notice of Redemptionevidenced by any certificate are redeemed, the General Partner may, in its sole and absolute discretion (subject to any limitations on ownership and transfer of Series A Preferred Shares set forth in Partnership shall issue new certificates evidencing the Declaration of Trust), elect to assume directly and satisfy the Series A Redemption Right by paying to the Redeeming Partner either (x) an amount equal to the holder’s Capital Account for the unredeemed Series A Preferred Units being redeemed after the Carrying Values of all Partnership assets are adjusted and the holder’s Capital Account is adjusted accordingly or (y) in the form of Series A Preferred Shares, as set forth in paragraph (b) below. Unless the General Partner, in its sole and absolute discretion, shall exercise its right to assume directly and satisfy the Series A Redemption Right, the General Partner shall not have any obligation without cost to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Series A Redemption Right. In the event the General Partner shall exercise its right to satisfy the Series A Redemption Right in the manner described in the first sentence of this paragraph (ii) and shall fully perform its obligations in connection therewith, the Partnership shall have no right or obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Series A Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall, for federal income tax purposes, treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner. Nothing contained in this paragraph (iii) shall imply any right of the General Partner to require any holder of Series A Preferred Units to exercise the Series A Redemption Right afforded pursuant to paragraph (i) abovethereof. (iv) In the event that the Partnership redeems Series A Preferred Units for cash in accordance with Section 2.D(i), the units so redeemed shall be terminated. In the event that the General Partner determines to pay the Redeeming Partner in the form of Series A Preferred Shares, the General Partner shall issue to the Series A Redeeming Partner one Series A Preferred Share for each Series A Preferred Unit being redeemed (subject to modification as set forth in paragraph (v) below), whereupon the General Partner shall acquire the Series A Preferred Units offered for redemption by the Series A Redeeming Partner and shall be treated for all purposes of the Agreement as the owner of such Series A Preferred Units. Any accumulated and unpaid distributions on such Series A Preferred Units to the date of such redemption shall also be deemed to have accumulated on the Series A Preferred Shares paid to the Series A Redeeming Partner in consideration of such Series A Preferred Units at the time of the issuance of such Series A Preferred Shares. (v) In the event that there shall be outstanding at any time both Series A Preferred Shares and Series A Preferred Units and the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation or statutory share exchange with respect to the Series A Preferred Shares), in each case as a result of which the Series A Preferred Shares are converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), thereafter the Redemption Price payable by the General Partner in respect of one Series A Preferred Unit shall be the kind and amount of shares of capital stock and other securities and property (including cash or any combination thereof) that was received upon consummation of such transaction in return for one Series A Preferred Share; and the General Partner may not become a party to any such transaction unless the terms thereof are consistent with the foregoing. In case there shall be outstanding Series A Preferred Units and no Series A Preferred Shares and the General Partner shall be a party to any merger or consolidation in which the General Partner is not the surviving entity, then the Series A Preferred Shares deliverable by the General Partner thereafter in redemption of Series A Preferred Units pursuant to clause (iii) above shall be shares of the surviving entity or any entity controlling the surviving entity having the preferences, rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption substantially similar to those set forth on this Exhibit C. (vi) Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with the issuance of Series A Preferred Shares upon exercise of the Series A Redemption Right.