Common use of Interest of Departing Partner and Successor Clause in Contracts

Interest of Departing Partner and Successor. (A) A Departing Partner shall, at the option of its successor exercisable prior to the effective date of the departure of the Departing Partner, promptly receive from its successor in exchange for its interest as a General Partner, an amount in cash equal to the fair market value of the Departing Partner’s interest as a General Partner, determined as of the effective date of departure. If the option is exercised, the Departing Partner shall, as of the effective date of departure, cease to share in any allocations or distributions with respect to its interest as a General Partner. For purposes of this Section 14.11, the fair market value of the Departing Partner’s Partnership Interest as a General Partner herein shall be such value as may be agreed by the Departing Partner and the successor. (B) If the successor to a Departing Partner does not exercise the option described in Section 12.12(A) or, in the case of the Special General Partner, if no successor has been selected, the interest of the Departing Partner as a General Partner of the Partnership shall be converted into Class A Units on a basis agreed by the Partnership and the Departing Partner. (C) In the absence of an agreement pursuant to (A) or (B) above within thirty (30) days after the effective date of the Departing Partner’s departure, the value of the interests of the Departing Partner shall be determined by an appraiser selected by the Departing Partner and its successor (or, in the case of the Special General Partner, the Partnership if no successor has been selected), the determination of which shall be conclusive as to the matter. If those parties cannot agree as to such appraiser within forty-five (45) days after the effective date of such departure, then such appraiser shall be designated by two appraisers selected by the Departing Partner and its successor. (D) If the successor to a Departing Partner does not exercise the option described in paragraph (A) above, the successor shall at the effective date of its admission to the Partnership contribute to the capital of the Partnership cash or property having a Net Agreed Value such that its General Partner Capital Account, after giving effect to such contribution, shall be equal to that percentage of the Capital Accounts of all Partners that is equal to its Allocable Share as Managing General Partner, in the case of a successor Managing General Partner, or its Allocable Share as Special General Partner, in the case of a successor Special General Partner. In such event, such successor shall be entitled to the Allocable Share, as the case may be, of all Partnership allocations and distributions.

Interest of Departing Partner and Successor. (Aa) A Departing If (i) the General Partner shallinvoluntarily withdraws or (ii) the General Partner is removed by the Limited Partners, at its successor or the Partnership shall have the option of its successor exercisable prior to the effective date of the departure of purchase the Departing Partner, promptly receive from its successor in exchange ’s General Partner Interest as the General Partner for its interest as a General Partner, an amount in cash equal to the fair market value of the Departing Partner’s interest General Partner Interest as a General Partner, such amount to be determined and payable as of the effective date of its departure. If the option is exercised, the Departing Partner shall, as of the effective date of its departure, cease to share in any allocations or distributions with respect to its interest Partnership Interest as a the General PartnerPartner and Partnership income, gain, loss, deduction and credit will be prorated and allocated as set forth in Article V hereof. For purposes of this Section 14.119.2(a), the fair market value of the Departing Partner’s Partnership General Partner Interest as a the General Partner herein shall be such value as may be agreed determined by agreement between the Departing Partner and the successor. (B) If the its successor to a Departing Partner does not exercise the option described in Section 12.12(A) or, in the case of the Special General Partner, if no successor has been selected, the interest of the Departing Partner as a General Partner of the Partnership shall be converted into Class A Units on a basis agreed by the Partnership and the Departing Partner. (C) In the absence of an failing agreement pursuant to (A) or (B) above within thirty (30) days after the effective date of the such Departing Partner’s departure, the value of the interests of the Departing Partner shall be determined by an appraiser independent investment banking firm or other independent expert selected by the Departing Partner and its successor (orsuccessor, which, in the case of the Special General Partnerturn, the Partnership if no successor has been selected), may rely on other experts and the determination of which shall be conclusive as to the such matter. If those such parties cannot agree as to such appraiser upon one independent investment banking firm or other independent expert within forty-five (45) days after the effective date of such departure, then such appraiser firm shall be designated by two appraisers the independent investment banking firm or other independent expert selected by each of the Departing Partner and its successor. In making its determination, such independent investment banking firm or other independent expert shall take into account appropriate discount factors in light of the risk of recovery of oil and gas reserves, and, in any event, will utilize a risk factor discount no less than that utilized in the most recent offer extended pursuant to Section 11.1 hereof. (Db) If the successor Departing Partner’s General Partner Interest is not acquired in the manner set forth in Section 9.2(a) hereof, the Departing Partner shall become a Limited Partner and its Interest as a General Partner shall be converted into Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 9.2(a) hereof, without reduction in such Partner Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing Partner does not exercise as to all debts and liabilities of the Partnership arising on or after the date on which the Departing Partner becomes a Limited Partner. (c) If the option described in paragraph (ASection 9.2(a) abovehereof is not exercised by the party entitled to do so, the successor shall General Partner shall, at the effective date of its admission to the Partnership Partnership, contribute to the capital of the Partnership cash or property having a Net Agreed Value in an amount such that its General Partner Capital Account, after giving effect to such contribution, shall be equal to that percentage of the Capital Accounts of all Partners that is equal to its Allocable Share Percentage Interest as Managing General Partner, in the case of a successor Managing General Partner, or its Allocable Share as Special General Partner, in the case of a successor Special General Partner. In such event, such each successor shall General Partner shall, subject to the following sentence, be entitled to the Allocable Share, as the case may be, such Percentage Interest of all Partnership allocations and distributionsdistributions and any other allocations and distributions to which the Departing Partner was entitled. In addition, such successor General Partner shall cause this Partnership Agreement to be amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be 1.0%, and that of the Unitholders shall be 99%. (d) The method of payment for such Interest must be fair and must protect the solvency and liquidity of the Partnership. The method of payment in the event of a purchase by the Partnership will be deemed presumptively fair where it provides for an interest bearing promissory note coming due in no less than five years with equal installments each year.

Interest of Departing Partner and Successor. General --------------------------------------------------------- Partner. ------- (Aa) A In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or 11.2, the Departing Partner shallshall have the option, at the option of its successor exercisable prior to the effective date of the departure of the such Departing Partner, promptly receive from to require its successor to purchase its General Partner Interest and its general partner interest (or equivalent interest, if any) in the other Group Members and all of its Incentive Distribution Rights (collectively, the "Combined Interest") in exchange for its interest as a General Partner, an amount in cash equal to the fair market value of the Departing Partner’s interest as a General Partnersuch Combined Interest, such amount to be determined and payable as of the effective date of its departure. If the option General Partner is exercisedremoved by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or 11.2, such successor shall have the option, exercisable prior to the effective date of the departure of such Departing Partner, to purchase the Combined Interest for such fair market value of such Combined Interest of the Departing Partner. In either event, the Departing Partner shallshall be entitled to receive all reimbursements due such Departing Partner pursuant to Section 7.4, as including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing Partner for the benefit of the effective date of departure, cease to share in any allocations Partnership or distributions with respect to its interest as a General Partnerthe other Group Members. For purposes of this Section 14.1111.3(a), the fair market value of the Departing Partner’s Partnership 's Combined Interest as a General Partner herein shall be such value as may be agreed determined by agreement between the Departing Partner and the successor. (B) If the its successor to a Departing Partner does not exercise the option described in Section 12.12(A) or, in the case of the Special General Partner, if no successor has been selected, the interest of the Departing Partner as a General Partner of the Partnership shall be converted into Class A Units on a basis agreed by the Partnership and the Departing Partner. (C) In the absence of an failing agreement pursuant to (A) or (B) above within thirty (30) 30 days after the effective date of the such Departing Partner’s 's departure, the value of the interests of the Departing Partner shall be determined by an appraiser independent investment banking firm or other independent expert selected by the Departing Partner and its successor (orsuccessor, which, in the case of the Special General Partnerturn, the Partnership if no successor has been selected)may rely on other experts, and the determination of which shall be conclusive as to the such matter. If those such parties cannot agree as to such appraiser upon one independent investment banking firm or other independent expert within forty-five (45) 45 days after the effective date of such departure, then the Departing Partner shall designate an independent investment banking firm or other independent expert, the Departing Partner's successor shall designate an independent investment banking firm or other independent expert, and such appraiser firms or experts shall be designated by two appraisers selected by mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest of the Departing Partner. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed, the value of the Partnership's assets, the rights and obligations of the Departing Partner and its successorother factors it may deem relevant. (Db) If the successor Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing Partner (or its transferee) shall become a Limited Partner and its General Partner Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor) and its Incentive Distribution Rights shall continue in full force and effect. Any successor General Partner shall indemnify the Departing Partner does not exercise (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the General Partner Interest of the Departing Partner to Common Units will be characterized as if the Departing Partner (or its transferee) contributed its General Partner Interest to the Partnership in exchange for the newly issued Common Units. (c) If a successor General Partner is elected in accordance with the terms of Section 11.1 or 11.2 and the option described in paragraph (ASection 11.3(a) aboveis not exercised by the party entitled to do so, the successor shall General Partner shall, at the effective date of its admission to the Partnership Partnership, contribute to the capital Partnership cash in the amount equal to 2/98ths of the Partnership cash or property having a Net Agreed Value such that its General Partner Capital Account, after giving effect to such contribution, shall be equal to that percentage of the Capital Accounts of all Partners that is equal to its Allocable Share as Managing General Partner, in the case of a successor Managing General Partner, or its Allocable Share as Special General Partner, in the case of a successor Special General PartnerPartnership's assets on such date. In such event, such successor shall General Partner shall, subject to the following sentence, be entitled to the Allocable Share, as the case may be, 2% of all Partnership allocations and distributionsdistributions to which the Departing Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such successor General Partner's admission, the successor General Partner's interest in all Partnership distributions and allocations shall be 2%.

Interest of Departing Partner and Successor. (Aa) A Departing Partner shallExcept as provided in Section 9.1 with respect to QSV, at upon the option withdrawal (other than by reason of its successor exercisable prior a transfer pursuant to the effective date Section 11.2) or removal of the departure of the a Departing Partner, promptly receive from such Departing Partner shall contribute its successor Partnership Interest in exchange for its interest the Partnership to the MLP and shall become a limited partner in the MLP, receiving in connection therewith, the number of Units determined by dividing (i) the "fair market value" of such General Partner's Partnership Interest as a General Partner, an amount in cash equal to the fair market value of the Departing Partner’s interest as a General PartnerPartner herein, determined as of the effective date of its departure. If , by (ii) the option is exercised, the Departing Partner shall, Unit Price determined as of the effective date of its departure, cease to share in any allocations or distributions with respect to its interest as a General Partner. . (b) For purposes of this Section 14.1113.3, the "fair market value value" of the Departing Partner’s 's Partnership Interest as a General Partner herein shall be the amount that would be distributed to the Departing Partner pursuant to Section 6.7 if the Partnership Assets were sold for cash in orderly liquidation of the Partnership Assets commencing on the effective date of the Departing Partner's departure, with such value liquidation being effected through arm's-length sales between informed and willing purchasers under no compulsion to buy and informed and willing sellers under no compulsion to sell, with the proceeds from such hypothetical sales to be discounted (at a rate equal to the interest rate on U.S. Treasury obligations with a term of one (1) year issued on the date nearest the effective date of the Departing Partner's departure) to the effective date of the Departing Partner's departure to reflect the time period reasonably anticipated to be necessary to consummate such sales, as may be such "fair market value" is agreed upon by the Departing Partner and the successor. (B) If the successor to a Departing Partner does not exercise the option described in Section 12.12(A) or, in the case of the Special General Partner, if no successor has been selected, the interest of the Departing Partner as a General Partner of the Partnership shall be converted into Class A Units on a basis agreed by the Partnership and the Departing Partner. (C) In the absence of an agreement pursuant to (A) or (B) above within thirty (30) days after the effective date of the Departing Partner’s departure's departure or, in the absence of such an agreement, as determined by the Appraiser. The Appraiser shall use such method or methods of valuation as the Appraiser determines most accurately reflect the value of the interests Partnership Properties under the circumstances provided that for a period of five (5) years from _________________, 199___, the Appraiser shall use the "capitalization of income" method (applying such capitalization rate and other assumptions and adjustments as the Appraiser determines appropriate under the circumstances) unless the Appraiser determines that use of such method would result in an understatement of the Departing Partner value of the Partnership Properties. Any appraisal pursuit to this Section 13.3(b) shall be determined by an appraiser selected by completed as soon a practical after the Departing Partner and its successor (or, in the case Appraiser is notified of the Special General Partnerrequirement for such appraisal, the Partnership if no successor has been selected), the determination of which shall be conclusive as to the matter. If those parties cannot agree as to such appraiser and in any event within forty-five (45) days after such notice, and the effective date report of the Appraiser setting forth the appraised fair market value of Partnership Assets as of such date shall be final and binding upon the Departing Partner and the Partnership. The amount that would be distributed to the Departing Partner pursuant to Section 6.7 if the Partnership Assets and the assets of the MLP were so sold shall be determined by the Accounting Firm within fifteen (15) days after the report of the Appraiser is received by the Partnership. The closing of the conversion of the Departing Partner's Partnership Interest into Units pursuant to Section 13.3(a) shall occur within ten (10) days after the date on which the Accounting Firm shall have determined the amount distributable to the Departing Partner pursuant to Section 6.7 for purposes of this Section 13.3(b). (c) At any time after the departure of a Departing Partner, upon the request of such Departing Partner, the MLP shall, so long as the Units are still listed on the New York Stock Exchange, Inc., file with the Commission as promptly as practicable after receiving such request, and shall use its best efforts to cause to become effective, a registration statement under the Securities Act registering the offering and sale of the Units owned by the Departing Partner or any Affiliate at the time of such Departing Partner's departure, then including any Units that were received by the Departing Partner pursuant to Section 13.3(a) and are included in such appraiser request, provided that the MLP shall be designated by required to file no more than two appraisers selected by (2) such registration statements at the request of any one Departing Partner. In connection with any registration pursuant to the preceding sentence, the MLP promptly shall prepare and file such documents as may be necessary to register or qualify the Units subject to such registration under the securities laws of such states as the Departing Partner shall reasonably request and do any and all other acts and things that may reasonably be necessary or advisable to enable such Departing Partner to consummate a public sale of such Units in such states. The first registration effected under this Section 13.3(c) shall be effected at the expense of the MLP, except for underwriting discounts, fees and commissions and fees and expenses of legal counsel for the Departing Partner or its affiliates, and any subsequent registrations shall be at the expense of the Departing Partner. Any registration statement filed pursuant hereto shall be continued in effect for a period of not less ninety (90) days following its effective date. In the event of any registration of any Units pursuant to this Section 13.3(c), the MLP shall indemnify the Departing Partner and its successorAffiliates and any underwriter engaged in connection with such registration and each other person, if any, who controls any such underwriter within the meaning of the Securities Act, in the manner and to the extent set forth in Section 7.14(d) of the Investors Partnership Agreement. (Dd) If Any successor General Partner other than by reason of the successor to transfer of a Departing Partner does not exercise the option described in paragraph (A) abovePartnership Interest shall, the successor shall at the effective date of its admission to the Partnership as a General Partner, contribute to the capital of the Partnership cash or property having a Net Agreed Value in an amount equal to (i) the product of the aggregate number of shares of Common Stock and Units outstanding immediately prior to the effective date of such that its successor General Partner Capital Account, Partner's admission (but after giving effect to the conversion described in Section 13.3(a)), multiplied by the Share Price or Unit Price, as applicable, determined as of the effective date of such contributionsuccessor General Partner's admission, multiplied by (ii) a fraction, the numerator of which shall be equal to that percentage the excess (the "Percentage Interest Excess") of 1.00% over the Capital Accounts Percentage Interest of all Partners that is equal to its Allocable Share as Managing any remaining General PartnerPartners, in and the case denominator of a successor Managing General Partner, or its Allocable Share as Special General Partner, in the case of a successor Special General Partnerwhich shall be 99.00%. In such eventThereafter, such successor shall General Partner shall, notwithstanding any other provision of this Agreement, be entitled to the Allocable Share, as the case may be, Percentage Interest Excess of all Partnership allocations and distributions.

Interest of Departing Partner and Successor. (Aa) A Except as provided in Section 9.1 with respect to QSV, upon the withdrawal or removal of a Departing Partner, such Departing Partner shallshall become a Limited Partner and its Partnership Interest as a General Partner shall be converted into the number of Units determined by dividing (i) the "fair market value" of such General Partner's Partnership Interest as a General Partner herein, at the option determined as set forth in Section 14.5(b) as of its successor exercisable prior to the effective date of its departure, by (ii) the departure of the Departing Partner, promptly receive from its successor in exchange for its interest as a General Partner, an amount in cash equal to the fair market value of the Departing Partner’s interest as a General Partner, Unit Price determined as of the effective date of its departure. If the option is exercised, the Departing Partner shall, as of the effective date of departure, cease to share in any allocations or distributions with respect to its interest as a General Partner. . (b) For purposes of this Section 14.1114.5, the "fair market value value" of the Departing Partner’s 's Partnership Interest as a General Partner herein shall be the amount that would be distributed to the Departing Partner pursuant to Section 6.8 if the Partnership Assets and the assets of the Operating Partnership were sold for cash in an orderly liquidation of the Partnership Assets and the assets of the Operating Partnership commencing on the effective date of the Departing Partner's departure, with such value liquidation being effected through arm's-length sales between informed and willing purchasers under no compulsion to buy and informed and willing sellers under no compulsion to sell, with the proceeds from such hypothetical sales to be discounted (at a rate equal to the interest rate on U.S. Treasury obligations with a term of one (1) year issued on the date nearest the effective date of the Departing Partner's departure) to the effective date of the Departing Partner's departure to reflect the time period reasonably anticipated to be necessary to consummate such sales, as may be such "fair market value" is agreed upon by the Departing Partner and the successor. (B) If the successor to a Departing Partner does not exercise the option described in Section 12.12(A) or, in the case of the Special General Partner, if no successor has been selected, the interest of the Departing Partner as a General Partner of the Partnership shall be converted into Class A Units on a basis agreed by the Partnership and the Departing Partner. (C) In the absence of an agreement pursuant to (A) or (B) above within thirty (30) days after the effective date of the Departing Partner’s departure's departure or, in the absence of such an agreement, as determined by the Appraiser. The Appraiser shall use such method or methods of valuation as the Appraiser determines most accurately reflect the value of the interests Partnership Properties under the circumstances, provided that for a period of five (5) years from the Closing Date, the Appraiser shall use the "capitalization of income" method (applying such capitalization rate and other assumptions and adjustments as the Appraiser determines appropriate under the circumstances) unless the Appraiser determines that use of such method would result in an understatement of the Departing Partner value of the Partnership Properties. Any appraisal pursuant to this Section 14.5(b) shall be determined by an appraiser selected by completed as soon as practicable after the Departing Partner and its successor (or, in the case Appraiser is notified of the Special General Partnerrequirement for such appraisal, the Partnership if no successor has been selected), the determination of which shall be conclusive as to the matter. If those parties cannot agree as to such appraiser and in any event within forty-five (45) days after such notice, and the effective date report of the Appraiser setting forth the appraised fair market value of Partnership Assets and assets of the Operating Partnership as of such date shall be final and binding upon the Departing Partner and the Partnership. The amount that would be distributed to the Departing Partner pursuant to Section 6.8 if the Partnership Assets and the assets of the Operating Partnership were so sold shall be determined by the Accounting Firm within fifteen (15) days after the report of the Appraiser is received by the Partnership. The closing of the conversion of the Departing Partner's Partnership Interest into Units pursuant to Section 14.5(a) shall occur within ten (10) days after the date on which the Accounting Firm shall have determined the amount distributable to the Departing Partner pursuant to Section 6.7 for purposes of this Section 14.5(b). (c) At any time after the departure of a Departing Partner, upon the request of such Departing Partner, the Partnership shall, as long as the Units are still listed on the New York Stock Exchange, Inc., file with the Commission as promptly as practicable after receiving such request, and shall use its best efforts to cause to become effective, a registration statement under the Securities Act registering the offering and sale of the Units owned by the Departing Partner or any Affiliate at the time of such Departing Partner's departure, then including any Units that were received by the Departing Partner pursuant to Section 14.5(a) and are included in such appraiser request, provided that the Partnership shall be designated by required to file no more than two appraisers selected by (2) such registration statements at the request of any one Departing Partner. In connection with any registration pursuit to the preceding sentence, the Partnership promptly shall prepare and file such documents as may be necessary to register or qualify the Units subject to such registration under the securities laws of such states as the Departing Partner shall reasonably request and do any and all other acts and things that may reasonably be necessary or advisable to enable such Departing Partner to consummate a public sale of such Units in such states. The first registration effected under this paragraph shall be effected at the expense of the Partnership, except for underwriting discounts, fees, and commissions, and fees and expenses of legal counsel for the Departing Partner or its Affiliates, and any subsequent registrations shall be at the expense of the Departing Partner. Any registration statement filed pursuant hereto shall be continued in effect for a period of not less than ninety (90) days following its effective date. In the event of any registration of any Units pursuant to this Section 14.5(c), the Partnership shall indemnify the Departing Partner and its successorAffiliates and any underwriter engaged in connection with such registration and each other person, if any, who controls any such underwriter within the meaning of the Securities Act, in the manner and to the extent set forth in Section 7.14(d). (Dd) If Any successor General Partner other than by reason of the successor to transfer of a Departing Partner does not exercise the option described in paragraph (A) abovePartnership Interest, the successor shall shall, at the effective date of its admission to the Partnership as a General Partner, contribute to the capital of the Partnership cash or property having a Net Agreed Value in an amount equal to (i) the product of the aggregate number of Units and shares of Common Stock outstanding immediately prior to the effective date of such that its successor General Partner Capital Account, Partner's admission (but after giving effect to the conversion described in Section 14.5(a)), multiplied by the Share Price or the Unit Price, as applicable, determined as of the effective date of such contributionsuccessor General Partner's admission, multiplied by (ii) a fraction, the numerator of which shall be equal to that percentage the excess (the "Percentage Interest Excess") of 1% over the Capital Accounts Percentage Interest of all Partners that is equal to its Allocable Share as Managing any remaining General PartnerPartners, in and the case denominator of a successor Managing General Partner, or its Allocable Share as Special General Partner, in the case of a successor Special General Partnerwhich shall be 99%. In such eventThereafter, such successor shall General Partner shall, notwithstanding any other provision of this Agreement, be entitled to the Allocable Share, as the case may be, Percentage Interest Excess of all Partnership allocations and distributions. (e) If, at the time of the Departing Partner's departure, the Partnership is indebted to the Departing Partner under this Agreement or any other instrument or agreement for funds advanced, properties sold, services rendered, or costs and expenses incurred by the Departing Partner (including, without limitation, any amounts advanced pursuant to the revolving line of credit described in Section 7.13), the Partnership shall, within sixty (60) days after the effective date of such Departing Partner's departure, pay to the Departing Partner the full amount of such indebtedness. The successor to the Departing Partner shall assume all obligations theretofore included by the Departing Partner, a General Partner of the Partnership, and the Partnership and such successor shall take all such action as shall be necessary to terminate any guarantees of the Departing Partner, and any of its Affiliates, of any obligations of the Partnership. If, for whatever reason, the creditors of the Partnership shall not consent to such termination of any such guarantees, the successor to the Departing Partner and the Partnership shall be required to indemnify the Departing Partner for any liabilities and expenses incurred by the Departing Partner on account of such guarantees.

Interest of Departing Partner and Successor. (Aa) A Departing Partner shall, at Upon the option removal or withdrawal of its successor exercisable prior to the effective date of the departure of the a Departing Partner, promptly receive from its successor in exchange for its interest as a General Partner, an amount in cash equal to the fair market value of the such Departing Partner’s interest as a General Partner, determined as of the effective date of departure. If the option is exercised, the Departing Partner shall, as of the effective date of departure, cease to share in any allocations or distributions with respect to its interest as a General Partner. For purposes of this Section 14.11, the fair market value of the Departing Partner’s 's Partnership Interest as a General Partner herein shall be such value as may be agreed by the Departing Partner and the successor. (B) If the successor to a Departing Partner does not exercise the option described in Section 12.12(A) or, in the case of the Special General Partner, if no successor has been selected, the interest of the Departing Partner as a General Partner of the Partnership shall be converted into Class A a number of Units on a basis agreed so that the Percentage Interest held by such Departing Partner after removal or withdrawal, but prior to any dilution, if any, of the Partnership and Interests held by all Limited Partners (including the Departing Partner) that results from the admission to the Partnership of a successor General Partner, equals its Percentage Interest prior to removal. (Cb) In the absence of an agreement Any successor General Partner elected pursuant to (A) or (B) above within thirty (30) days after the effective date of the Departing Partner’s departureSection 11.01 shall, the value of the interests of the Departing Partner shall be determined by an appraiser selected by the Departing Partner and its successor (or, in the case of the Special General Partner, the Partnership if no successor has been selected), the determination of which shall be conclusive as to the matter. If those parties cannot agree as to such appraiser within forty-five (45) days after the effective date of such departure, then such appraiser shall be designated by two appraisers selected by the Departing Partner and its successor. (D) If the successor to a Departing Partner does not exercise the option described in paragraph (A) above, the successor shall at the effective date of its admission to the Partnership contribute to the capital of the Partnership cash or property having as a Net Agreed Value such that its General Partner Capital Account, after giving effect to such contribution, shall be equal to that percentage of the Capital Accounts of all Partners that is equal to its Allocable Share as Managing General Partner, in make such Capital Contribution as shall be approved by a Majority Vote of the case Limited Partners at the time of a successor Managing General Partner, or its Allocable Share as Special General Partner, in the case of a successor Special General Partnersuch election. In such eventThereafter, such successor shall General Partner shall, notwithstanding any other provision of this Agreement, be entitled to the Allocable Share, as the case may be, one percent (1%) of all Partnership allocations and distributions. (c) If, at the time of the Departing Partner's departure, the Partnership is indebted to the Departing Partner or any Affiliate of the Departing Partner under this Agreement or any other instrument or agreement for funds advanced, properties sold, services rendered, or costs and expenses incurred by the Departing Partner or such Affiliate (including without limitation any amounts advanced pursuant to Section 7.14), the Partnership shall, no later than ten (10) days prior to the effective date of the departure of such Departing Partner or Affiliate, pay to the Departing Partner or such Affiliate the full amount of such indebtedness and all accrued interest thereon. The successor to the Departing Partner shall assume all obligations theretofore incurred by the Departing Partner as General Partner of the Partnership, and the Partnership and such successor shall take all such action as shall be necessary to terminate any guarantees of the

Interest of Departing Partner and Successor. (Aa) A The Departing Partner shall, at the option of its successor (if any) exercisable prior to the effective date of the departure of the such Departing Partner, promptly receive from its successor in exchange for its interest Partnership Interest as a General Partner, an amount in cash equal to the fair market value of the Departing Partner’s interest 's Partnership Interest as a General PartnerPartner herein, determined as of the effective date of its departure. If the successor to a Departing Partner exercises its option to acquire the Partnership Interest as a General Partner of the Departing Partner, it must also acquire at such time the partnership interest of the Departing Partner as a general partner in any Operating Partnership, for an amount in cash equal to the fair market value of such interest, determined as of the effective date of its departure. If the option is exercised, the Departing Partner shall, as of the effective date of its departure, cease to share in any allocations or distributions with respect to its interest Partnership Interest as a General Partner. For purposes of this Section 14.1113.2, the fair market value of the Departing Partner’s 's Partnership Interest as a General Partner herein and of its partnership interest as a general partner of any Operating Partnership shall be determined by agreement between the Departing Partner and its successor or, if such value as may be agreed parties fail to agree within thirty days after the effective date of such Departing Partner's departure, by an independent investment banking firm or other independent expert selected by the Departing Partner and its successor, which, in turn, may rely on other experts and the successordetermination of which shall be conclusive as to such matter. If the Departing Partner and its successor cannot agree upon one independent investment banking firm or other independent expert within forty-five days after the effective date of such departure, then the Departing Partner and its successor shall each select an independent investment banking firm or other independent expert and the parties so selected shall designate by mutual agreement an independent investment banking firm or other independent expert. If either the Departing Partner or its successor fails to select an independent investment banking firm or other independent expert within seventy-five days after the effective date of such departure under the circumstances described in the immediately preceding sentence, then the other party shall have the right to make such selection. In making its determination, the independent investment banking firm or other independent expert selected in the manner provided above shall consider the Unit Price, the value of the Partnership's assets, the rights and obligations of a General Partner and other factors it may deem relevant. (Bb) If the successor (if any) to a Departing Partner does not exercise the option described in Section 12.12(A) or, in the case of the Special General Partner, if no successor has been selected13.2(a), the interest Partnership Interest of the Departing Partner as a General Partner of the Partnership and the (i) Such Departing Partner shall become a Limited Partner and its Partnership Interest shall be converted into Class A Units on a basis agreed LP Units, without any reduction in such Partnership Interest (subject to proportionate dilution by reason of the Partnership and the Departing Partneradmission of its successor). (Cii) In The limited partnership interest into which the absence partnership interest of the Departing Partner as a general partner of an agreement Operating Partnership is converted pursuant to (A) or (B) above within thirty (30) days after an Operating Partnership Agreement shall be contributed by such Departing Partner to the capital of the Partnership, such Departing Partner shall become a Limited Partner in the Partnership, and the Partnership shall issue to such Departing Partner the number of LP Units equal to the number of Units Outstanding immediately prior to the effective date of its departure (but after giving effect to the conversion described in subparagraph (i) above) multiplied by a fraction, the numerator of which is such Departing Partner’s 's percentage interest under the Operating Partnership Agreement (immediately before such departure) and the denominator of which is the aggregate percentage interest under the Operating Partnership Agreement (immediately before such departure) of all limited partners of the Operating Partnership (immediately before such departure). (iii) If, upon any such conversion, the value Partnership has Outstanding more than one class or series of the interests of LP Units, the Departing Partner shall receive LP Units of each Outstanding class or series of LP Units in an amount determined separately with respect to each such class or series, but otherwise as provided above in this Section 13.2(b). This Agreement will be determined by an appraiser selected amended to reflect any event described in subparagraph (i) above, and any successor General Partner covenants so to amend. At any time after the departure of a Departing Partner, upon the request of such Departing Partner the Partnership shall file with the Securities and Exchange Commission as promptly as practicable after receiving such request, and use its best efforts to cause to become effective, a registration statement under the Securities Act, and take such other actions as are described in Section 6.4(b), to register all or a portion of the LP Units owned by the Departing Partner and at the time of its successor (or, in the case of the Special General Partner, the Partnership if no successor has been selected), the determination of which shall be conclusive as to the matter. If those parties cannot agree as to such appraiser within forty-five (45) days after the effective date of such departure, then such appraiser shall be designated by two appraisers selected including any LP Units that were received by the Departing Partner pursuant to this Section 13.2(b) and its successorincluded in such request, for offer and sale, provided that the Partnership shall be required to file no more than three such registration statements at the request of any one Departing Partner. Registrations effected under this paragraph shall be effected at the expense of the Partnership, except for underwriting discounts and commissions. (Dc) If the successor (if any) to a Departing Partner does not exercise the option described in paragraph (A) aboveSection 13.2(a), the successor shall at the effective date of its admission to the Partnership contribute to the capital of the Partnership cash or property or other consideration having a Net Agreed Value such that its General Partner Capital Account, after giving effect to such contribution, shall be equal to that percentage 1% of the total Capital Accounts of all Partners that is equal to its Allocable Share as Managing General Partner, in the case of a successor Managing General Partner, or its Allocable Share as Special General Partner, in the case of a successor Special General PartnerAccount balances at such date. In such eventThereafter, such successor shall be entitled to the Allocable Share, as the case may be, 1% of all Partnership allocations and distributions.

Interest of Departing Partner and Successor. (Aa) A Departing If a successor General Partner shall, at acquires the option of its successor exercisable prior to partnership interest as general partner in the effective date of the departure Investor Partnership of the Departing Partner, promptly receive from such successor General Partner must also acquire at such time the Partnership Interest of such Departing Partner or its successor in exchange Affiliate as general partner of the Partnership for its interest as a General Partner, an amount in cash equal to the fair market value of the Departing Partner’s interest as a General Partnersuch interest, determined as of the effective date of departure. If the option is exercised, the Departing Partner shall, as of the effective date of departure, cease to share in any allocations or distributions with respect to its interest as a General Partner. . (b) For purposes of this Section 14.1112.6, the fair market value of the Departing Partner’s 's Partnership Interest as a the General Partner herein shall be such value determined as may be agreed by provided in Section 14.6 of the Investor Partnership Agreement. (a) If the Combined Interest (as defined in the Investor Partnership Agreement) is not acquired in the manner set forth in Section 14.6 of the Investor Partnership Agreement, the Departing Partner shall become a limited partner of the Investor Partnership as provided therein and its Combined Interest shall be converted into Common Units as provided therein. Any successor General Partner shall indemnify the successorDeparting Partner as to all debts and liabilities of the Partnership arising on or after the date on which the Departing Partner becomes a Limited Partner. (Bb) If the successor to a Departing Partner does not exercise the option described in Section 12.12(A) or, in the case of the Special General Partner, if no successor has been selected, the interest of the Departing Partner as a General Partner of the Partnership shall be converted into Class A Units on a basis agreed 12.6.1 is not exercised by the Partnership and the Departing Partner. (C) In the absence of an agreement pursuant party entitled to (A) or (B) above within thirty (30) days after the effective date of the Departing Partner’s departure, the value of the interests of the Departing Partner shall be determined by an appraiser selected by the Departing Partner and its successor (or, in the case of the Special General Partner, the Partnership if no successor has been selected), the determination of which shall be conclusive as to the matter. If those parties cannot agree as to such appraiser within forty-five (45) days after the effective date of such departure, then such appraiser shall be designated by two appraisers selected by the Departing Partner and its successor. (D) If the successor to a Departing Partner does not exercise the option described in paragraph (A) abovedo so, the successor shall General Partner shall, at the effective date of its admission to the Partnership Partnership, contribute to the capital of the Partnership cash or property having a Net Agreed Value such that its General Partner Capital Account, after giving effect to such contribution, shall be equal to that percentage the greater of (i) 1/99th of the aggregate Capital Accounts Account balances of all the Limited Partners that is equal to its Allocable Share as Managing General Partner, of such date or (ii) the fair market value of a 1% general partner's interest in the case Partnership, determined by a valuation made by an investment banking firm or other independent expert selected pursuant to Section 14.6.1 of a successor Managing General Partner, or its Allocable Share as Special General Partner, in the case of a successor Special General PartnerInvestor Partnership Agreement. In such event, such the successor shall General Partner shall, subject to the following sentence, be entitled to the Allocable Share, as the case may be, such Percentage Interest of all Partnership allocations and distributionsdistributions and any other allocations and distributions to which the Departing Partner was entitled as general partner. In addition, such successor General Partner shall cause this Partnership Agreement to be amended to reflect that, from and after the date of such successor General Partner's admission, the successor General Partner's interest in all Partnership distributions and allocations shall be 1% and that of the Limited Partners shall be 99%.