Common use of Issuance of Securities by the Company Clause in Contracts

Issuance of Securities by the Company. The Company shall not issue any additional REIT Shares, Preferred Shares, Junior Shares or New Securities unless the Company, directly or indirectly, contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, and from the exercise of the rights contained in any such additional New Securities, to the Partnership in exchange for (x) in the case of an issuance of REIT Shares, Partnership Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the economic equivalent of such Preferred Shares, Junior Shares or New Securities; provided, however, that notwithstanding the foregoing, the Company may issue REIT Shares, Preferred Shares, Junior Shares or New Securities (a) pursuant to Section 8.6(b) hereof, (b) pursuant to a dividend or other distribution (including any stock split) of REIT Shares, Preferred Shares, Junior Shares or New Securities to all of the holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion of Junior Shares into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New Securities, or (f) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the Company if the Company determines that such acquisition is in the best interests of the Partnership. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares or New Securities by the Company, and the contribution to the Partnership, by the Company, of the cash proceeds or other consideration received from such issuance, the Partnership shall pay the Company’s expenses associated with such issuance, including any underwriting discounts or commissions. Without limiting the foregoing, the Company is expressly authorized to issue REIT Shares, other shares of capital stock or New Securities for no tangible value or for less than fair market value, and the General Partner is expressly authorized to cause the Partnership to issue to the Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance of Partnership Interests is in the interests of the Partnership, and (y) the Company contributes all net proceeds, if any, from such issuance and exercise to the Partnership. In the event that the General Partner issues any additional REIT Shares, Preferred Shares, Junior Securities or New Securities and contributes the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue to the General Partner a number of Partnership Common Units or a number of Partnership Units that are substantially the economic equivalent of the applicable Preferred Shares, Junior Securities or New Securities equal to the number of REIT Shares, Preferred Shares, Junior Securities or New Securities so issued, divided by the Adjustment Factor then in effect without any further act, approval or vote of any Partner or any other Person.

Issuance of Securities by the Company. The Company shall not issue any additional REIT Company Shares, Preferred Shares, Junior Shares or New Securities unless the Company, directly or indirectly, contributes the cash proceeds or other consideration received from the issuance of such additional REIT Company Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, and from the exercise of the rights contained in any such additional New Securities, to the Partnership in exchange for (x) in the case of an issuance of REIT Company Shares, Partnership Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the economic equivalent same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or New Securities; provided, however, that notwithstanding the foregoing, the Company may issue REIT Company Shares, Preferred Shares, Junior Shares or New Securities (a) pursuant to Section 8.6(b) hereof, (b) pursuant to a dividend or other distribution (including any stock split) of REIT Company Shares, Preferred Shares, Junior Shares or New Securities to all of the holders of REIT Company Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion of Junior Shares into REIT Company Shares, (e) upon a conversion, redemption, exchange or exercise of New Securities, or (f) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the Company if the Company determines that such acquisition is in the best interests of the Partnership. In the event of any issuance of additional REIT Company Shares, Preferred Shares, Junior Shares or New Securities by the Company, and the contribution to the Partnership, by the Company, of the cash proceeds or other consideration received from such issuance, the Partnership shall pay the Company’s expenses associated with such issuance, including any underwriting discounts or commissions. Without limiting the foregoing, the Company is expressly authorized to issue REIT Company Shares, other shares of capital stock or New Securities for no tangible value or for less than fair market value, and the General Partner is expressly authorized to cause the Partnership to issue to the Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance of Partnership Interests is in the interests of the Partnership, and (y) the Company contributes all net proceeds, if any, from such issuance and exercise to the Partnership. In the event that the General Partner issues any additional REIT Shares, Preferred Shares, Junior Securities or New Securities and contributes the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue to the General Partner a number of Partnership Common Units or a number of Partnership Units that are substantially the economic equivalent of the applicable Preferred Shares, Junior Securities or New Securities equal to the number of REIT Shares, Preferred Shares, Junior Securities or New Securities so issued, divided by the Adjustment Factor then in effect without any further act, approval or vote of any Partner or any other Person.

Issuance of Securities by the Company. The Company shall not issue any additional Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities unless the Company, A-1 Series contributes directly or indirectly, contributes indirectly the cash proceeds or other consideration consideration, if any, received from the issuance of such additional Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, and from the exercise of the rights contained in any such additional New Securities, to the Partnership in exchange for (xi) in the case of an issuance of Series A-1 Common REIT Shares, Partnership Common Units, Units or (yii) in the case of an issuance of Preferred Shares, Junior Shares or New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the economic equivalent same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or New Securities; provided, however, that notwithstanding the foregoing, the Company may issue Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities (aA) pursuant to Section 8.6(b4.05 or 8.06(b) hereof, (bB) pursuant to a dividend or other distribution (including any stock share split) wholly or partly of Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities to all of the holders of Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, (cC) upon a conversion, redemption or exchange of Preferred Shares, (dD) upon a conversion of Junior Shares into Series A-1 Common REIT Shares, (eE) upon a conversion, redemption, exchange or exercise of New SecuritiesSecurities or, (F) pursuant to share grants or (f) in connection with an acquisition of a property or other asset awards made pursuant to be owned, directly or indirectly, by the Company if the Company determines that such acquisition is in the best interests any Equity Incentive Plan of the PartnershipCompany. In the event of any issuance of additional Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities by the Company, and the direct or indirect contribution to the Partnership, by the CompanyA-1 Series, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Company’s 's and the A-1 Series' expenses associated with such issuance, including any underwriting discounts or commissions. Without limiting commissions (it being understood that if the foregoing, proceeds actually received by the Company is expressly authorized to issue REIT Shares, other shares of capital stock or New Securities for no tangible value or for are less than fair market value, the gross proceeds of such issuance as a result of any underwriter's discount or other expenses paid or incurred by the Company and the General Partner is expressly authorized A-1 Series in connection with such issuance, then the A-1 Series shall be deemed to cause have made a Capital Contribution to the Partnership to issue to the Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance of Partnership Interests is in the interests amount of the Partnership, and (y) the Company contributes all net proceeds, if any, from gross proceeds of such issuance and exercise the Partnership shall be deemed simultaneously to have reimbursed the Partnership. In Company or the event that A-1 Series, as applicable, pursuant to Section 7.04(b) for the General Partner issues any additional REIT Shares, Preferred Shares, Junior Securities or New Securities and contributes the cash proceeds amount of such underwriter's discount or other consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue to the General Partner a number of Partnership Common Units or a number of Partnership Units that are substantially the economic equivalent of the applicable Preferred Shares, Junior Securities or New Securities equal to the number of REIT Shares, Preferred Shares, Junior Securities or New Securities so issued, divided by the Adjustment Factor then in effect without any further act, approval or vote of any Partner or any other Person.expenses)

Issuance of Securities by the Company. The Company shall not issue any additional REIT Shares, Preferred SharesNew Securities, Junior Shares or New Securities other interests unless the Company, directly or indirectly, Company contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Preferred Shares, Junior Shares or New Securities, or other interests, as the case may be, and from the exercise of the rights contained in any such additional New Securities, to the Partnership in exchange for (xi) in the case of an issuance of REIT Shares, Partnership Common Units, or (yii) in the case of an issuance of Preferred Shares, Junior Shares New Securities or New Securitiesother interests, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the economic equivalent same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares New Securities or New Securitiesother interests; provided, however, that notwithstanding the foregoing, the Company may issue REIT Shares, Preferred Shares, Junior Shares or New Securities or other interests (aA) pursuant to Section 8.6(b) hereof4.4 or Section 8.6 hereto, (bB) pursuant to a dividend or other distribution (including any stock split) of REIT Shares, Preferred Shares, Junior Shares or New Securities or other interests to all of the holders of REIT Shares, Preferred Shares, Junior Shares New Securities or New Securitiesother interests, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion of Junior Shares into REIT Shares, (eC) upon a conversion, redemption, exchange or exercise of New Securities, Securities or (fD) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the Company if the Company General Partner determines that such acquisition is in the best interests of the Partnership. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares or New Securities or other interests by the Company, and the contribution to the Partnership, by the Company, of the cash proceeds or other consideration received from such issuance, the Partnership shall pay the Company’s 's expenses associated with such issuance, including any underwriting discounts or commissions. Without limiting the foregoing, the Company is expressly authorized to issue REIT Shares, other shares of capital stock or New Securities for no tangible value or for less than fair market value, and the General Partner is expressly authorized to cause the Partnership to issue to the Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance of Partnership Interests is in the interests of the Partnership, and (y) the Company contributes all net proceeds, if any, from such issuance and exercise to the Partnership. In the event that the General Partner issues any additional REIT Shares, Preferred Shares, Junior Securities or New Securities and contributes the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue to the General Partner a number of Partnership Common Units or a number of Partnership Units that are substantially the economic equivalent of the applicable Preferred Shares, Junior Securities or New Securities equal to the number of REIT Shares, Preferred Shares, Junior Securities or New Securities so issued, divided by the Adjustment Factor then in effect without any further act, approval or vote of any Partner or any other Person.