Common use of Issuance of Additional Partnership Interests Clause in Contracts

Issuance of Additional Partnership Interests. At any time after the date hereof, without the consent of any Partner, but subject to the provisions of Section 12.2 hereof, the General Partner may, upon its determination that the issuance of additional Partnership Interests is in the best interests of the Partnership, cause the Partnership to issue Partnership Interests to and admit as a limited partner in the Partnership, any Person (the "Additional Limited Partner") in exchange for the contribution by such Person of cash and/or property in such amounts as is determined appropriate by the General Partner to further the purposes of the Partnership under Section 3.1 hereof. In the event that an Additional Limited Partner is admitted to the Partnership pursuant to this Section 4.3: (1) if the Additional Limited Partner does not receive any Partnership Units in connection with the receipt of his or its Partnership Interest, the Partnership Interest of such Additional Limited Partner shall be equal to a fraction, the numerator of which is equal to the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the date of contribution to the Partnership (the "Contribution Date") and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Partner as of the Contribution Date; (2) the Partnership Interest of Crescent Equities shall be reduced, as of the Contribution Date, such that the combined Partnership Interest of Crescent Equities and the General Partner shall be equal to a fraction, the numerator of which is equal to the combined Deemed Partnership Interest Value of Crescent Equities and the General Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date (with the Partnership Interest of the General Partner remaining at one percent (1%), and the Partnership Interest of Crescent Equities equal to the combined Partnership Interest determined above in this Section 4.3(2), reduced by one percentage point (1%)); (3) the Partnership Interest of each existing Limited Partner not owning Partnership Units (other than Crescent Equities) shall be reduced, as of the Contribution Date, such that the Partnership Interest of each such Limited Partner shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date; and (4) The Partnership Interest of each existing Limited Partner owning Partnership Units and of the Additional Limited Partner, if such Additional Partner receives Partnership Units in connection with the receipt of his or its Partnership Interest, shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.3(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Sections 4.2(1) and (3) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Contribution Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners (including the Additional Limited Partner) on such Contribution Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Limited Partner and any reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.3. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Additional Limited Partner pursuant to this Section 4.3. The General Partner may (but is not required to) grant to an Additional Limited Partner Partnership Units, which Partnership Units shall enable the Additional Limited Partner to participate in the Exchange Rights, upon such terms and conditions as are deemed appropriate by the General Partner. Notwithstanding anything to the contrary contained in this Agreement, if the value of the Partnership Units granted to an Additional Limited Partner is determined based on the average of the "closing price" of a REIT Share for a period of time other than the ten (10)-day period specified in the Article I definition of "Value" (including, without limitation, a determination based on the "closing price" of a REIT Share for the Trading Day immediately preceding the admission of such Additional Limited Partner), then such other time period shall be used in calculating the "Value" of a REIT Share for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under this Section 4.3 with respect to the admission of such Additional Limited Partner.

Issuance of Additional Partnership Interests. At any time after the date hereof, without the consent of any Partner, but subject to the provisions of Section 12.2 hereof, the General Partner may, upon its determination that the issuance of additional Partnership Interests is in the best interests of the Partnership, cause the Partnership to issue Partnership Interests to and admit as a limited partner in the Partnership, any Person (the "Additional Limited Partner") in exchange for the contribution by such Person of cash and/or property in such amounts as is determined appropriate by the General Partner to further the purposes of the Partnership under Section 3.1 hereof. In the event that an Additional Limited Partner is admitted to the Partnership pursuant to this Section 4.3: (1) if the Additional Limited Partner does not receive any Partnership Units in connection with the receipt of his or its Partnership Interest, the Partnership Interest of such Additional Limited Partner shall be equal to a fraction, the numerator of which is equal to the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the date of contribution to the Partnership (the "Contribution Date") and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Partner as of the Contribution Date; (2) the Partnership Interest of Crescent Equities shall be reduced, as of the Contribution Date, such that the combined Partnership Interest of Crescent Equities and the General Partner shall be equal to a fraction, the numerator of which is equal to the combined Deemed Partnership Interest Value of Crescent Equities and the General Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date (with the Partnership Interest of the General Partner remaining at one percent (1%), and the Partnership Interest of Crescent Equities equal to the combined Partnership Interest determined above in this Section 4.3(2), reduced by one percentage point (1%)); (3) the Partnership Interest of each existing Limited Partner not owning Partnership Units (other than Crescent Equities) shall be reduced, as of the Contribution Date, such that the Partnership Interest of each such Limited Partner shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date; and (4) The Partnership Interest of each existing Limited Partner owning Partnership Units and of the Additional Limited Partner, if such Additional Partner receives Partnership Units in connection with the receipt of his or its Partnership Interest, shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.3(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Sections 4.2(1) and (3) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Contribution Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners (including the Additional Limited Partner) on such Contribution Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Limited Partner and any reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.3. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Additional Limited Partner pursuant to this Section 4.3. The General Partner may (but is not required to) grant to an Additional Limited Partner Partnership Units, which Partnership Units shall enable the Additional Limited Partner to participate in the Exchange Rights, upon such terms and conditions as are deemed appropriate by the General Partner. Notwithstanding anything to the contrary contained in this Agreement, if the value of the Partnership Units granted to an Additional Limited Partner is determined based on the average of the "closing price" of a REIT Share for a period of time other than the ten (10)-day period specified in the Article I definition of "Value" (including, without limitation, a determination based on the "closing price" of a REIT Share for the Trading Day immediately preceding the admission of such Additional Limited Partner), then such other time period shall be used in calculating the "Value" of a REIT Share for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under this Section 4.3 with respect to the admission of such Additional Limited Partner.a

Issuance of Additional Partnership Interests. At any time after the date hereof, without the consent of any Partner, but subject to the provisions of Section 12.2 hereof, the General Partner may, upon its determination that the issuance of additional Partnership Interests is in the best interests of the Partnership, cause the Partnership to issue Partnership Interests to and admit as a limited partner in the Partnership, any Person (the "Additional Limited Partner") in exchange for the contribution by such Person of cash and/or property in such amounts as is determined appropriate by the General Partner to further the purposes of the Partnership under Section 3.1 hereof. In the event that an Additional Limited Partner is admitted to the Partnership pursuant to this Section 4.3: (1) if the Additional Limited Partner does not receive any Partnership Units in connection with the receipt of his or its Partnership Interest, the Partnership Interest of such Additional Limited Partner shall be equal to a fraction, the numerator of which is equal to the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the date of contribution to the Partnership (the "Contribution Date") and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Partner as of the Contribution Date; (2) the Partnership Interest of Crescent Equities shall be reduced, as of the Contribution Date, such that the combined Partnership Interest of Crescent Equities and the General Partner shall be equal to a fraction, the numerator of which is equal to the combined Deemed Partnership Interest Value of Crescent Equities and the General Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date (with the Partnership Interest of the General Partner remaining at one percent (1%), and the Partnership Interest of Crescent Equities equal to the combined Partnership Interest determined above in this Section 4.3(2), reduced by one percentage point (1%)); (3) the Partnership Interest of each existing Limited Partner not owning Partnership Units (other than Crescent Equities) shall be reduced, as of the Contribution Date, such that the Partnership Interest of each such Limited Partner shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date; and (4) The Partnership Interest of each existing Limited Partner owning Partnership Units and of the Additional Limited Partner, if such Additional Partner receives Partnership Units in connection with the receipt of his or its Partnership Interest, shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.3(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Sections 4.2(1) and (3) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Contribution Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners (including the Additional Limited Partner) on such Contribution Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Limited Partner and any reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.3. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Additional Limited Partner pursuant to this Section 4.3. The General Partner may (but is not required to) grant to an Additional Limited Partner Partnership Units, which Partnership Units shall enable the Additional Limited Partner to participate in the Exchange Rights, upon such terms and conditions as are deemed appropriate by the General Partner. Notwithstanding anything to the contrary contained in this Agreement, if the value of the Partnership Units granted to an Additional Limited Partner is determined based on the average of the "closing price" of a REIT Share for a period of time other than the ten (10)-day period specified in the Article I definition of "Value" (including, without limitation, a determination based on the "closing price" of a REIT Share for the Trading Day immediately preceding the admission of such Additional Limited Partner), then such other time period shall be used in calculating the "Value" of a REIT Share for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under this Section 4.3 with respect to the admission of such Additional Limited Partner.

Issuance of Additional Partnership Interests. At any time after the date hereof, without the consent of any Partner, but subject to the provisions of Section 12.2 hereof, the General Partner may, upon its determination that the issuance of additional Partnership Interests is in the best interests of the Partnership, cause the Partnership to issue Partnership Interests to and admit as a limited partner in the Partnership, any Person (the "“Additional Limited Partner"”) in exchange for the contribution by such Person of cash and/or property in such amounts as is determined appropriate by the General Partner to further the purposes of the Partnership under Section 3.1 hereof. In the event that an Additional Limited Partner is admitted to the Partnership pursuant to this Section 4.3: (1) if the Additional Limited Partner does not receive any Partnership Units in connection with the receipt of his or its Partnership Interest, the Partnership Interest of such Additional Limited Partner shall be equal to a fraction, the numerator of which is equal to the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the date of contribution to the Partnership (the "“Contribution Date"”) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Partner as of the Contribution Date; (2) the Partnership Interest of Crescent Equities shall be reduced, as of the Contribution Date, such that the combined Partnership Interest of Crescent Equities and the General Partner shall be equal to a fraction, the numerator of which is equal to the combined Deemed Partnership Interest Value of Crescent Equities and the General Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date (with the Partnership Interest of the General Partner remaining at one percent (1%), and the Partnership Interest of Crescent Equities equal to the combined Partnership Interest determined above in this Section 4.3(2), reduced by one percentage point (1%)); (3) the Partnership Interest of each existing Limited Partner not owning Partnership Units (other than Crescent Equities) shall be reduced, as of the Contribution Date, such that the Partnership Interest of each such Limited Partner shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date; and (4) The Partnership Interest of each existing Limited Partner owning Partnership Units and of the Additional Limited Partner, if such Additional Partner receives Partnership Units in connection with the receipt of his or its Partnership Interest, shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.3(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Sections 4.2(1) and (3) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Contribution Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners (including the Additional Limited Partner) on such Contribution Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Limited Partner and any reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.3. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Additional Limited Partner pursuant to this Section 4.3. The General Partner may (but is not required to) grant to an Additional Limited Partner Partnership Units, which Partnership Units shall enable the Additional Limited Partner to participate in the Exchange Rights, upon such terms and conditions as are deemed appropriate by the General Partner. Notwithstanding anything to the contrary contained in this Agreement, if the value of the Partnership Units granted to an Additional Limited Partner is determined based on the average of the "“closing price" ” of a REIT Share for a period of time other than the ten (10)-day period specified in the Article I definition of "“Value" ” (including, without limitation, a determination based on the "“closing price" ” of a REIT Share for the Trading Day immediately preceding the admission of such Additional Limited Partner), then such other time period shall be used in calculating the "“Value" ” of a REIT Share for purposes of calculating the "“Deemed Value of the Partnership" ” and the "“Deemed Partnership Interest Value" ” under this Section 4.3 with respect to the admission of such Additional Limited Partner.

Issuance of Additional Partnership Interests. At any time after the date hereof, without the consent of any Partner, but subject to the provisions of Section 12.2 9.4 hereof, the General Partner may, upon its determination that the issuance of additional Partnership Interests ("Additional Interests") is in the best interests of the Partnership, cause the Partnership to issue Partnership Additional Interests to and admit as a limited partner in the Partnership, any Person (the "Additional Limited Partner") in exchange for the contribution by such Person of cash and/or property in such amounts as is determined appropriate by the General Partner desirable to further the purposes of the Partnership under Section 3.1 2.3 hereof. In the event that an Additional Limited Partner Interest is admitted to issued by the Partnership pursuant to this Section 4.39.3: (1a) if the Additional Limited Partner does not receive any Partnership Units in connection with the receipt of his or its Partnership Interest, the Partnership Percentage Interest of such Additional Limited Partner issued the Additional Interest shall be equal to a fraction, the numerator of which is equal to the total dollar amount of the cash contributed and/or the Net Gross Asset Value of the property contributed by the Additional Limited Partner as of the date of contribution to the Partnership (the "Contribution Date") and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Trading Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Gross Asset Value of the property contributed by the Additional Partner as of the Contribution Date;Date as reasonably determined by the General Partner; and (2b) the Partnership Interest Percentage Interests of Crescent Equities each Partner other than the Additional Partner shall be reduced, as of the Contribution Date, such that the combined Partnership Percentage Interest of Crescent Equities and the General each such Partner shall be equal to a fraction, the numerator of which is equal to the combined Deemed Partnership Interest Value of Crescent Equities and the General such Partner (computed as of the Business Trading Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Trading Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Gross Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date (with the Partnership Interest of the General Partner remaining at one percent (1%), and the Partnership Interest of Crescent Equities equal to the combined Partnership Interest determined above in this Section 4.3(2), reduced by one percentage point (1%)); (3) the Partnership Interest of each existing Limited Partner not owning Partnership Units (other than Crescent Equities) shall be reduced, as of the Contribution Date, such that the Partnership Interest of each such Limited Partner shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date; and (4) The Partnership Interest of each existing Limited Partner owning Partnership Units and of the Additional Limited Partner, if such Additional Partner receives Partnership Units in connection with the receipt of his or its Partnership Interest, shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.3(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Sections 4.2(1) and (3) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Contribution Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners (including the Additional Limited Partner) on such Contribution Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Limited Partner or any increase in the Percentage Interests of any Partner and any the corresponding reduction of the Partnership Percentage Interests of the other Limited Partners in accordance with the provisions of this Section 4.39.3, and the General Partner shall promptly deliver a copy of such amendment to each Limited Partner. The number of Partnership Units owned by the Limited Partners hereby irrevocably appoint the General Partner as their attorney-in-fact, coupled with an interest, for the purpose of executing and Assignees delivering such documents, and taking such actions, as shall not be decreased necessary in connection with any admission the transfer of an Additional Limited Partner such Partner's interest in the Partnership as required pursuant to this Section 4.39.3. The General Partner may (but is not required to) grant Notwithstanding anything contained herein to the contrary, an Additional Limited Partner Partnership Unitsthat acquires an Additional Interest pursuant to this Section 9.3 shall not acquire any interest in, which Partnership Units shall enable and may not exercise or otherwise participate in, any Rights pursuant to Article XI without the Additional Limited Partner to participate in the Exchange Rights, upon such terms and conditions as are deemed appropriate by Agreement of the General Partner. Notwithstanding anything to the contrary contained in this Agreement, if the value of the Partnership Units granted to an Additional Limited Partner is determined based on the average of the "closing price" of a REIT Share for a period of time other than the ten (10)-day period specified in the Article I definition of "Value" (including, without limitation, a determination based on the "closing price" of a REIT Share for the Trading Day immediately preceding the admission of such Additional Limited Partner), then such other time period shall be used in calculating the "Value" of a REIT Share for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under this Section 4.3 with respect to the admission of such Additional Limited Partner.

Issuance of Additional Partnership Interests. A. At any time after the date hereof, without the consent of any Partner, but subject to the provisions of Section 12.2 hereof, the General Partner may, upon its determination that the issuance of additional Partnership Interests is in the best interests of the PartnershipPartnership and upon no less than fifteen (15) days prior written notice to the Limited Partners, cause the Partnership to issue Partnership Interests to to, and admit as a limited partner in the Partnership, any Person (the an "Additional Limited Partner") in exchange for the contribution by such Person of cash and/or property in such amounts as is determined appropriate by the General Partner to further the purposes of the Partnership under Section 3.1 hereof. In the event that an Additional Limited Partner is admitted to the Partnership pursuant to this Section 4.34.2, the Partnership Interest issued to such Additional Limited Partner shall be in an amount such that: (1) if the Additional Limited Partner does not receive any Partnership Units in connection with the receipt of his or its Partnership Interest, the Partnership Interest of such Additional Limited Limit- ed Partner shall be is equal to a fraction, the numerator of which is equal to the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the date of contribution to the Partnership (the "Contribution Date") and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Partner as of the Contribution Date;; and (2) the Partnership Interest Interests of Crescent Equities each Partner other than the Additional Limited Partner shall be reducedre- duced, as of the Contribution Date, such that the combined Partnership Interest of Crescent Equities and the General each such Partner shall be equal to a fraction, the numerator of which is equal to the combined Deemed Partnership Interest Value of Crescent Equities and the General such Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date (with the Partnership Interest of the General Partner remaining at one percent (1%), and the Partnership Interest of Crescent Equities equal to the combined Partnership Interest determined above in this Section 4.3(2), reduced by one percentage point (1%)); (3) the Partnership Interest of each existing Limited Partner not owning Partnership Units (other than Crescent Equities) shall be reduced, as of the Contribution Date, such that the Partnership Interest of each such Limited Partner shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date; and (4) The Partnership Interest of each existing Limited Partner owning Partnership Units and of the Additional Limited Partner, if such Additional Partner receives Partnership Units in connection with the receipt of his or its Partnership Interest, shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.3(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Sections 4.2(1) and (3) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Contribution Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners (including the Additional Limited Partner) on such Contribution Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Limited Partner and any reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.34.2, and the General Partner shall promptly deliver a copy of such amendment to each Limited Partner. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Additional Limited Partner pursuant to this Section 4.34.2. The An Additional Limited Partner that acquires a Partnership Interest pursuant to this Section 4.2 shall not acquire any Partnership Units, and shall not acquire any interest in, and may not exercise or otherwise participate in, any Rights pursuant to Sections 8.4 or 11.3.C. Notwithstanding anything to the contrary contained in the immediately preceding sentence, the General Partner may (but is not required to) grant to an Additional Limited Partner the right to dispose of its Partnership UnitsInterest, which Partnership Units shall enable the Additional Limited Partner to participate and may create in the Exchange RightsGeneral Partner the right to acquire such Partnership Interest, including, in either case, by exchange for REIT Shares, upon such terms and conditions as are deemed appropriate by the General Partner. Notwithstanding anything . B. The Partnership shall from time to time issue to the contrary contained in this AgreementGeneral Partner additional Partnership Interests or securities, if the value rights, options or warrants of the Partnership Units granted in such classes and having such designations, preferences and other rights (including preferences and rights senior to the existing Partnership Interests) as shall be determined by the General Partner in accordance with the Act and this Agreement. Any such issuance of Partnership Interests, securities, rights, options or warrants to the General Partner shall be conditioned upon (i) the undertaking by the General Partner of a related issuance of REIT Shares or other securities having designations, rights and preferences such that the economic rights of the holders of such REIT Shares or other securities are substantially similar to the rights of the additional Partnership Interests, securities, rights, options or warrants issued to the General Partner, and the General Partner making a Capital Contribution in an amount equal to the net proceeds raised in the issuance of such REIT Shares or other securities, (ii) the issuance by the General Partner of REIT Shares pursuant to Section 8.4 or 11.3.C, or (iii) the issuance by the General Partner of REIT Shares under any stock option or bonus plan, and the General Partner making a Capital Contribution in an amount equal to the exercise price of the option exercised by any employee pursuant to such stock option or other bonus plan. C. The General Partner shall not issue (i) any additional REIT Shares, or (ii) any preferred stock or rights, options or warrants containing the right to subscribe for or purchase REIT Shares or securities convertible or exchangeable into REIT Shares (collectively, "Additional REIT Securities"), other than to all holders of REIT Shares, pro rata, unless (x) the Partnership issues to the General Partner (i) Partnership Interests, or (ii) securities, rights, options or warrants of the Partnership having designations, preferences and other rights, including, if applicable, the right to subscribe for or purchase Partnership Interests or securities convertible or exchangeable into Partnership Interests, such that the General Partner receives an economic interest in the Partnership substantially similar to the economic interest in the General Partner represented by the Additional REIT Securities, and (y) except with respect to an issuance of REIT Shares pursuant to Section 8.4 or 11.3.C, the General Partner contributes the net proceeds from the issuance of such additional REIT Shares or Additional Limited REIT Securities, as the case may be, and from the exercise of any rights contained in any Additional REIT Securities to the Partnership. D. If the General Partner is determined based on establishes a stock option plan and stock options granted in connection with such plan are exercised, or if the average General Partner issues Additional REIT Securities and any such Additional REIT Securities are exercised, converted or exchanged for REIT Shares: (1) the General Partner shall, as soon as practicable after such exercise, conversion or exchange, contribute to the capital of the "closing price" Partnership an amount equal to the price paid to the General Partner by the exercising party; and (2) the General Partner shall, as of a the date on which the acquisition of the REIT Share for a period Shares is consummated by such exercising party, be deemed to have con- tributed to the Partnership an amount equal to the Value (computed as of time other than the ten (10)-day period specified in the Article I definition of "Value" (including, without limitation, a determination based on the "closing price" of a REIT Share for the Trading Business Day immediately preceding the admission date on which such acquisition of REIT Shares is consummated by such exercising party) of the REIT Shares delivered by the General Partner to such exercising party. E. Except as provided in Section 8.6 or 11.3.C., effective upon the General Partner making, or being deemed to have made, a Capital Contribution to the Partnership pursuant to clause B, C or D of this Section 4.2 other than with respect to the issuance by the General Partner of any Additional REIT Securities, and effective upon the General Partner making, or being deemed to have made, a Capital Contribution to the Partnership upon the exercise, conversion or exchange of any Additional REIT Securities, the General Partner shall receive an additional Partnership Interest such that: (1) the Partnership Interest of each Limited Partner shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Additional Limited Partner), then Partner (computed as of the Business Day immediately preceding the date of such other time period shall be used in calculating contribution) and the "Value" denominator of a REIT Share for purposes which is equal to the sum of calculating (i) the "Deemed Value of the Partnership" Partnership (computed as of the Business Day imme- diately preceding the date of such contribution) and (ii) the amount contributed, or deemed con- tributed, by the General Partner on such date; and (2) the Partnership Interest of the General Partner shall be equal to a fraction, the numerator of which is equal to the sum of (i) the Deemed Part- nership Interest Value of the General Partner (computed as of the Business Day immediately pre- ceding the date of such contribution) and (ii) the amount contributed, or deemed contributed, by the General Partner on such date and the "denominator of which is equal to the sum of (x) the Deemed Value of the Partnership Interest Value" under (computed as of the Busi- ness Day immediately preceding the date of such contribution) and (y) the amount contributed, or deemed contributed, by the General Partner. The number of Partnership Units owned by the Limited Partners shall not be decreased in connection with any additional contribution to the Partnership by the General Partner pursuant to this Section 4.3 with respect to the admission of such Additional Limited Partner4.2.

Issuance of Additional Partnership Interests. A. At any time after the date hereof, without the consent of any Partner, but subject to the provisions of Section 12.2 hereof, the General Partner may, upon its determination that the issuance of additional Partnership Interests is in the best interests of the PartnershipPartnership and upon no less than fifteen (15) days prior written notice to the Limited Partners, cause the Partnership to issue Partnership Interests to to, and admit as a limited partner in the Partnership, any Person (the "an “Additional Limited Partner"”) in exchange for the contribution by such Person of cash and/or property in such amounts as is determined appropriate by the General Partner to further the purposes of the Partnership under Section 3.1 hereof. In the event that an Additional Limited Partner is admitted to the Partnership pursuant to this Section 4.34.2, the Partnership Interest issued to such Additional Limited Partner shall be in an amount such that: (1) if the Additional Limited Partner does not receive any Partnership Units in connection with the receipt of his or its Partnership Interest, the Partnership Interest of such Additional Limited Partner shall be is equal to a fraction, the numerator of which is equal to the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the date of contribution to the Partnership (the "“Contribution Date"”) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Partner as of the Contribution Date;; and (2) the Partnership Interest Interests of Crescent Equities each Partner other than the Additional Limited Partner shall be reduced, as of the Contribution Date, such that the combined Partnership Interest of Crescent Equities and the General each such Partner shall be equal to a fraction, the numerator of which is equal to the combined Deemed Partnership Interest Value of Crescent Equities and the General such Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date (with the Partnership Interest of the General Partner remaining at one percent (1%), and the Partnership Interest of Crescent Equities equal to the combined Partnership Interest determined above in this Section 4.3(2), reduced by one percentage point (1%)); (3) the Partnership Interest of each existing Limited Partner not owning Partnership Units (other than Crescent Equities) shall be reduced, as of the Contribution Date, such that the Partnership Interest of each such Limited Partner shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Value of the property contributed by the Additional Limited Partner as of the Contribution Date; and (4) The Partnership Interest of each existing Limited Partner owning Partnership Units and of the Additional Limited Partner, if such Additional Partner receives Partnership Units in connection with the receipt of his or its Partnership Interest, shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities and the General Partner as calculated in Section 4.3(2) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Sections 4.2(1) and (3) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Contribution Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners (including the Additional Limited Partner) on such Contribution Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Limited Partner and any reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.34.2, and the General Partner shall promptly deliver a copy of such amendment to each Limited Partner. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Additional Limited Partner pursuant to this Section 4.34.2. The An Additional Limited Partner that acquires a Partnership Interest pursuant to this Section 4.2 shall not acquire any Partnership Units, and shall not acquire any interest in, and may not exercise or otherwise participate in, any Rights pursuant to Sections 8.4 or 11.3.C. Notwithstanding anything to the contrary contained in the immediately preceding sentence, the General Partner may (but is not required to) grant to an Additional Limited Partner the right to dispose of its Partnership UnitsInterest, which Partnership Units shall enable the Additional Limited Partner to participate and may create in the Exchange RightsGeneral Partner the right to acquire such Partnership Interest, including, in either case, by exchange for REIT Shares, upon such terms and conditions as are deemed appropriate by the General Partner. Notwithstanding anything . B. The Partnership shall from time to time issue to the contrary contained in this AgreementGeneral Partner additional Partnership Interests or securities, if the value rights, options or warrants of the Partnership Units granted in such classes and having such designations, preferences and other rights (including preferences and rights senior to the existing Partnership Interests) as shall be determined by the General Partner in accordance with the Act and this Agreement. Any such issuance of Partnership Interests, securities, rights, options or warrants to the General Partner shall be conditioned upon (i) the undertaking by the General Partner of a related issuance of REIT Shares or other securities having designations, rights and preferences such that the economic rights of the holders of such REIT Shares or other securities are substantially similar to the rights of the additional Partnership Interests, securities, rights, options or warrants issued to the General Partner, and the General Partner making a Capital Contribution in an amount equal to the net proceeds raised in the issuance of such REIT Shares or other securities, (ii) the issuance by the General Partner of REIT Shares pursuant to Section 8.4 or 11.3.C, or (iii) the issuance by the General Partner of REIT Shares under any stock option or bonus plan, and the General Partner making a Capital Contribution in an amount equal to the exercise price of the option exercised by any employee pursuant to such stock option or other bonus plan. C. The General Partner shall not issue (i) any additional REIT Shares, or (ii) any preferred stock or rights, options or warrants containing the right to subscribe for or purchase REIT Shares or securities convertible or exchangeable into REIT Shares (collectively, “Additional REIT Securities”), other than to all holders of REIT Shares, pro rata, unless (x) the Partnership issues to the General Partner (i) Partnership Interests, or (ii) securities, rights, options or warrants of the Partnership having designations, preferences and other rights, including, if applicable, the right to subscribe for or purchase Partnership Interests or securities convertible or exchangeable into Partnership Interests, such that the General Partner receives an economic interest in the Partnership substantially similar to the economic interest in the General Partner represented by the Additional REIT Securities, and (y) except with respect to an issuance of REIT Shares pursuant to Section 8.4 or 11.3.C, the General Partner contributes the net proceeds from the issuance of such additional REIT Shares or Additional Limited REIT Securities, as the case may be, and from the exercise of any rights contained in any Additional REIT Securities to the Partnership. D. If the General Partner is determined based on establishes a stock option plan and stock options granted in connection with such plan are exercised, or if the average General Partner issues Additional REIT Securities and any such Additional REIT Securities are exercised, converted or exchanged for REIT Shares: (1) the General Partner shall, as soon as practicable after such exercise, conversion or exchange, contribute to the capital of the "closing price" Partnership an amount equal to the price paid to the General Partner by the exercising party; and (2) the General Partner shall, as of a the date on which the acquisition of the REIT Share for a period Shares is consummated by such exercising party, be deemed to have contributed to the Partnership an amount equal to the Value (computed as of time other than the ten (10)-day period specified in the Article I definition of "Value" (including, without limitation, a determination based on the "closing price" of a REIT Share for the Trading Business Day immediately preceding the admission date on which such acquisition of REIT Shares is consummated by such exercising party) of the REIT Shares delivered by the General Partner to such exercising party. E. Except as provided in Section 8.6 or 11.3.C., effective upon the General Partner making, or being deemed to have made, a Capital Contribution to the Partnership pursuant to clause B, C or D of this Section 4.2 other than with respect to the issuance by the General Partner of any Additional REIT Securities, and effective upon the General Partner making, or being deemed to have made, a Capital Contribution to the Partnership upon the exercise, conversion or exchange of any Additional REIT Securities, the General Partner shall receive an additional Partnership Interest such that: (1) the Partnership Interest of each Limited Partner shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Additional Limited Partner), then Partner (computed as of the Business Day immediately preceding the date of such other time period shall be used in calculating contribution) and the "Value" denominator of a REIT Share for purposes which is equal to the sum of calculating (i) the "Deemed Value of the Partnership" Partnership (computed as of the Business Day immediately preceding the date of such contribution) and (ii) the "amount contributed, or deemed contributed, by the General Partner on such date; and (2) the Partnership Interest of the General Partner shall be equal to a fraction, the numerator of which is equal to the sum of (i) the Deemed Partnership Interest Value" under Value of the General Partner (computed as of the Business Day immediately pre- ceding the date of such contribution) and (ii) the amount contributed, or deemed contributed, by the General Partner on such date and the denominator of which is equal to the sum of (x) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the date of such contribution) and (y) the amount contributed, or deemed contributed, by the General Partner. The number of Partnership Units owned by the Limited Partners shall not be decreased in connection with any additional contribution to the Partnership by the General Partner pursuant to this Section 4.3 with respect to the admission of such Additional Limited Partner4.2.

Issuance of Additional Partnership Interests. At any time after the date hereof, without the consent of any Partner, but subject to the provisions of Section 12.2 hereof, the General Partner may, upon its determination that the issuance of additional Partnership Interests is in the best interests of the Partnership, cause the Partnership to issue Partnership Interests to and admit as a limited partner in the Partnership, any Person (the "Additional Limited Partner") in exchange for the contribution by such Person of cash and/or property in such amounts as is determined appropriate by the General Partner to further the purposes of the Partnership under Section 3.1 hereofPartnership. In the event that an Additional Limited Partner is admitted to the Partnership pursuant to this Section 4.33.3: (1i) if the Additional Limited Partner does not receive any Partnership Units in connection with the receipt of his or its Partnership Interest, the Partnership Interest of such Additional Limited Partner shall be equal to a fraction, the numerator of which is equal to the total dollar amount of the cash contributed and/or the Net Asset Contribution Value of the property contributed by the Additional Limited Partner as of the date of contribution to the Partnership (the "Contribution Date") and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Contribution Value of the property contributed by the Additional Partner as of the Contribution Date; (2ii) the Partnership Interest of Crescent Equities Maxus shall be reduced, as of the Contribution contribution Date, such that the combined Partnership Interest of Crescent Equities Maxus and the General Partner shall be equal to a fraction, the numerator of which is equal to the combined Deemed Partnership Interest Value of Crescent Equities Maxus and the General Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Contribution Value of the property contributed by the Additional Limited Partner as of the Contribution Date (with the Partnership Interest of the General Partner remaining at one percent (10.001%), and the Partnership Interest of Crescent Equities Maxus equal to the combined Partnership Interest determined above in this Section 4.3(23.3(ii), reduced by one percentage point (10.001%)); (3iii) the Partnership Interest of each existing Limited Partner not owning Partnership Units (other than Crescent EquitiesMaxus) shall be reduced, as of the Contribution Date, such that the Partnership Interest of each such Limited Partner shall be equal to a fraction, the numerator of which is equal to the Deemed Partnership Interest Value of such Limited Partner (computed as of the Business Day immediately preceding the Contribution Date) and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Contribution Date) and (ii) the total dollar amount of the cash contributed and/or the Net Asset Contribution Value of the property contributed by the Additional Limited Partner as of the Contribution Date; and (4iv) The Partnership Interest of each existing Limited Partner owning Partnership Units and of the Additional Limited Partner, if such Additional Limited Partner receives Partnership Units in connection with the receipt of his or its Partnership Interest, shall be equal to the product of the following: (i) the difference obtained from subtracting (x) the sum of the combined Partnership Interest of Crescent Equities Maxus and the General Partner as calculated in Section 4.3(23.3(ii) hereof, plus the aggregate Non-Unitholder Partnership Interests as calculated in Sections 4.2(13.3(i) and (3iii) hereof, from (y) one hundred percent (100%), and (ii) a fraction, the numerator of which is equal to the number of Partnership Units held by such Limited Partner on such Contribution Date, and the denominator of which is equal to the total number of Partnership Units held by all Limited Partners (including the Additional Limited Partner) on such Contribution Date. The General Partner shall be authorized on behalf of each of the Partners to amend this Agreement to reflect the admission of any Additional Limited Partner and any reduction of the Partnership Interests of the other Limited Partners in accordance with the provisions of this Section 4.33.3. The number of Partnership Units owned by the Limited Partners and Assignees shall not be decreased in connection with any admission of an Additional Limited Partner pursuant to this Section 4.3. The General Partner may (but is not required to) grant to an Additional Limited Partner Partnership Units, which Partnership Units shall enable the Additional Limited Partner to participate in the Exchange Rights, upon such terms and conditions as are deemed appropriate by the General Partner. Notwithstanding anything to the contrary contained in this Agreement, if the value of the Partnership Units granted to an Additional Limited Partner is determined based on the average of the "closing price" of a REIT Share for a period of time other than the ten (10)-day period specified in the Article I definition of "Value" (including, without limitation, a determination based on the "closing price" of a REIT Share for the Trading Day immediately preceding the admission of such Additional Limited Partner), then such other time period shall be used in calculating the "Value" of a REIT Share for purposes of calculating the "Deemed Value of the Partnership" and the "Deemed Partnership Interest Value" under this Section 4.3 with respect to the admission of such Additional Limited Partner.this