Common use of Issuance of Securities by the General Partner Clause in Contracts

Issuance of Securities by the General Partner. (a) The General Partner shall contribute the cash proceeds or other consideration received from any issuances from and after the date hereof of Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities. (b) The General Partner shall not issue any additional Common Shares, Preferred Shares, Junior Shares or Other Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue Common Shares, Preferred Shares, Junior Shares or Other Securities (a) pursuant to Section 4.6 or Section 8.5.4 hereof, (b) pursuant to a dividend or distribution (including any stock split) of Common Shares, Preferred Shares, Junior Shares or Other Securities to all of the holders of Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion of Junior Shares into Common Shares, (e) upon a conversion, redemption, exchange or exercise of Other Securities, or (f) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines that such acquisition is in the best interests of the Partnership. In the event of any issuance of additional Common Shares, Preferred Shares, Junior Shares or Other Securities by the General Partner, the Partnership shall pay the General Partner’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses may be made by the General Partner on behalf of the Partnership out of the gross proceeds of such issuance prior to the contribution of such proceeds by the General Partner).

Issuance of Securities by the General Partner. (a) The General Partner shall contribute the cash proceeds or other consideration received from not issue any issuances from and after the date hereof of Common additional REIT Shares, Preferred Shares, Junior Shares or Other New Securities unless the General Partner contributes directly or indirectly the cash proceeds or other consideration, if any, 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 Other New Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, Common Units, Partnership Units or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities. (b) The General Partner shall not issue any additional Common Shares, Preferred Shares, Junior Shares or Other Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities (a) pursuant to Section 4.6 or Section 8.5.4 hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities to all of the holders of Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities, as the case may be, (cb) upon a conversion, redemption or exchange of Preferred Shares, (dc) upon a conversion of Junior Shares into Common REIT Shares, (ed) upon a conversion, redemption, exchange or exercise of Other New Securities, or (fe) in connection with an acquisition pursuant to share grants or awards made pursuant to any Equity Incentive Plan of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines that such acquisition is in the best interests of the PartnershipPartner. In the event of any issuance of additional Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities by the General Partner, and the direct or indirect contribution to the Partnership, by the General Partner, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the General Partner’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses may be made if the proceeds actually received by the General Partner on behalf are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the General Partner in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership out in the amount of the gross proceeds of such issuance prior and the Partnership shall be deemed simultaneously to have reimbursed the contribution General Partner pursuant to Section 6.5(b) for the amount of such proceeds by underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership and the General Partner)’s stockholders.

Issuance of Securities by the General Partner. (a) The General Partner shall contribute the cash proceeds or other consideration received from not issue any issuances from and after the date hereof of Common additional REIT Shares, Preferred Shares, Junior Shares or Other New Securities unless the General Partner contributes directly or indirectly the cash proceeds or other consideration, if any, 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 Other New Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, Common Units, Partnership Units or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities. (b) The General Partner shall not issue any additional Common Shares, Preferred Shares, Junior Shares or Other Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities (a) pursuant to Section 4.6 4.05 or Section 8.5.4 8.06(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities to all of the holders of Common REIT Shares, Preferred Shares, Junior Shares or Other 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 Common REIT Shares, (e) upon a conversion, redemption, exchange or exercise of Other SecuritiesNew Securities or, or (f) in connection with an acquisition pursuant to share grants or awards made pursuant to any equity incentive plan of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines that such acquisition is in the best interests of the PartnershipPartner. In the event of any issuance of additional Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities by the General Partner, and the direct or indirect contribution to the Partnership, by the General Partner, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the General Partner’s 's expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses may be made if the proceeds actually received by the General Partner on behalf are less than the gross proceeds of such issuance as a result of any underwriter's discount or other expenses paid or incurred by the General Partner in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership out in the amount of the gross proceeds of such issuance prior and the Partnership shall be deemed simultaneously to have reimbursed the contribution General Partner pursuant to Section 7.04(b) for the amount of such proceeds by underwriter's discount or other expenses). Nothing in this Agreement shall prohibit the General Partner)Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership.

Issuance of Securities by the General Partner. (a) The General Partner shall contribute the cash proceeds or other consideration received from not issue any issuances from and after the date hereof of Common additional REIT Shares, Preferred Shares, Junior Shares or Other New Securities unless the General Partner contributes directly or indirectly the cash proceeds or other consideration, if any, 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 Other New Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, Common Units, Partnership Units or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities. (b) The General Partner shall not issue any additional Common Shares, Preferred Shares, Junior Shares or Other Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities (a) pursuant to Section 4.6 4.05 or Section 8.5.4 8.06(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities to all of the holders of Common REIT Shares, Preferred Shares, Junior Shares or Other 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 Common REIT Shares, (e) upon a conversion, redemption, exchange or exercise of Other SecuritiesNew Securities or, or (f) in connection with an acquisition pursuant to share grants or awards made pursuant to any Equity Incentive Plan of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines that such acquisition is in the best interests of the PartnershipPartner. In the event of any issuance of additional Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities by the General Partner, and the direct or indirect contribution to the Partnership, by the General Partner, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the General Partner’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses may be made if the proceeds actually received by the General Partner on behalf are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the General Partner in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership out in the amount of the gross proceeds of such issuance prior and the Partnership shall be deemed simultaneously to have reimbursed the contribution General Partner pursuant to Section 7.04(b) for the amount of such proceeds by underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership and the General Partner)’s stockholders.

Issuance of Securities by the General Partner. (a) The General Partner shall contribute not issue any additional REIT Shares, Preferred Shares, Junior Shares or New Securities unless the General Partner contributes the cash proceeds or other consideration received from any issuances from and after the date hereof issuance of Common such additional REIT Shares, Preferred Shares, Junior Shares or Other New Securities, as the case may be, and from the exercise of the rights contained in any such additional Other New Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, Partnership Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities. (b) The General Partner shall not issue any additional Common Shares, Preferred Shares, Junior Shares or Other Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities (a) pursuant to Section 4.6 4.4 or Section 8.5.4 8.6.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities to all of the holders of Common REIT Shares, Preferred Shares, Junior Shares or Other 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 Common REIT Shares, (e) upon a conversion, redemption, exchange or exercise of Other New Securities, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the General Partner (including the 2003 equity incentive plan), or (fg) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines that such acquisition is in the best interests of the Partnership. In the event of any issuance of additional Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities by the General Partner, and the contribution to the Partnership, by the General Partner, of the cash proceeds or other consideration received from such issuance, the Partnership shall pay the General Partner’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses may be made by the General Partner on behalf of the Partnership out of the gross proceeds of such issuance prior to the contribution of such proceeds by the General PartnerPartner to the Partnership).

Issuance of Securities by the General Partner. (a1) The General Partner shall contribute the cash proceeds or other consideration received from any issuances from and after the date hereof of Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Partnership Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities; provided, however, that the General Partner may utilize a portion of the proceeds obtained by it from its initial public offering of Common Shares to purchase Partnership Common Units from existing Limited Partners in such amounts as the General Partner shall determine in its sole and absolute discretion. Notwithstanding anything herein to the contrary, no redemption rights pursuant to Section 8.6 hereof shall attach to any such Partnership Common Units referred to in the immediately preceding proviso. (b2) [Intentionally Omitted] (3) The General Partner shall not issue any additional Common Shares, Preferred Shares, Junior Shares or Other Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Partnership Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue Common Shares, Preferred Shares, Junior Shares or Other Securities (a) pursuant to Section 4.6 4.4 or Section 8.5.4 8.6.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of Common Shares, Preferred Shares, Junior Shares or Other Securities to all of the holders of Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion of Junior Shares into Common Shares, (e) upon a conversion, redemption, exchange or exercise of Other Securities, or (f) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines that such acquisition is in the best interests of the Partnership. In the event of any issuance of additional Common Shares, Preferred Shares, Junior Shares or Other Securities by the General Partner, the Partnership shall pay the General Partner’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses may be made by the General Partner on behalf of the Partnership out of the gross proceeds of such issuance prior to the contribution of such proceeds by the General Partner).

Issuance of Securities by the General Partner. (a) The General Partner shall contribute not issue any additional Shares, Preferred Shares, or New Securities unless the General Partner contributes the cash proceeds or other consideration received from any issuances from and after the date hereof issuance of Common such additional Shares, Preferred Shares, Junior Shares or Other New Securities, as the case may be, net of all transaction expenses and costs, and from the exercise of the rights contained in any such additional Other New Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Partnership Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities. (b) The General Partner shall not issue any additional Common Shares, Preferred Shares, Junior Shares or Other Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue Common Shares, Preferred Shares, Junior Shares or Other New Securities (a) pursuant to Section 4.6 4.4 or Section 8.5.4 8.6(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) of Common Shares, Preferred Shares, Junior Shares or Other New Securities to all of the holders of Common Shares, Preferred Shares, Junior Shares or Other New Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred Shares, (d) upon a conversion of Junior Shares Partnership Units into Common Shares, (e) upon a conversion, redemption, exchange or exercise of Other New Securities, or (f) in connection with an acquisition of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines that such acquisition is in the best interests of the Partnership. In the event of any issuance of additional Common Shares, Preferred Shares, Junior Shares or Other New Securities by the General Partner, and the contribution to the Partnership, by the General Partner, of the cash proceeds or other consideration received from such issuance, the Partnership shall pay the General Partner’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses may be made by the General Partner on behalf of the Partnership out of the gross proceeds of such issuance prior to the contribution of such proceeds by the General Partner)commissions.

Issuance of Securities by the General Partner. (a) The General Partner shall contribute the cash proceeds or other consideration received from not issue any issuances from and after the date hereof of Common additional REIT Shares, Preferred Shares, Junior Shares or Other New Securities unless the General Partner contributes directly or indirectly the cash proceeds or other consideration, if any, 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 Other New Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, Common Units, Partnership Units or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities. (b) The General Partner shall not issue any additional Common Shares, Preferred Shares, Junior Shares or Other Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities (a) pursuant to Section 4.6 4.04 or Section 8.5.4 8.06(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities to all of the holders of Common REIT Shares, Preferred Shares, Junior Shares or Other 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 Common REIT Shares, (e) upon a conversion, redemption, exchange or exercise of Other SecuritiesNew Securities or, or (f) in connection with an acquisition pursuant to share grants or awards made pursuant to any Equity Incentive Plan of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines that such acquisition is in the best interests of the PartnershipPartner. In the event of any issuance of additional Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities by the General Partner, and the direct or indirect contribution to the Partnership, by the General Partner, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the General Partner’s 's expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses may be made if the proceeds actually received by the General Partner on behalf are less than the gross proceeds of such issuance as a result of any underwriter's discount or other expenses paid or incurred by the General Partner in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership out in the amount of the gross proceeds of such issuance prior and the Partnership shall be deemed simultaneously to have reimbursed the contribution General Partner pursuant to Section 7.04(b) for the amount of such proceeds by underwriter's discount or other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership and the General Partner)'s stockholders.

Issuance of Securities by the General Partner. (a) The General Partner shall contribute the cash proceeds or other consideration received from not issue any issuances from and after the date hereof of Common additional REIT Shares, Preferred Shares, Junior Shares or Other New Securities unless the General Partner contributes directly or indirectly the cash proceeds or other consideration, if any, 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 Other New Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, Common Units, Partnership Units or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities. (b) The General Partner shall not issue any additional Common Shares, Preferred Shares, Junior Shares or Other Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities (ai) pursuant to Section 4.6 4.05 or Section 8.5.4 8.06(b) hereof, (bii) pursuant to a dividend or distribution (including any stock split) wholly or partly of Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities to all of the holders of Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities, as the case may be, (ciii) upon a conversion, redemption or exchange of Preferred Shares, (div) upon a conversion of Junior Shares into Common REIT Shares, (ev) upon a conversion, redemption, exchange or exercise of Other Securities, New Securities or (fvi) in connection with an acquisition pursuant to share grants or awards made pursuant to any Incentive Compensation Plan of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines that such acquisition is in the best interests of the PartnershipPartner. In the event of any issuance of additional Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities by the General Partner, and the direct or indirect contribution to the Partnership, by the General Partner, of the net cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the General Partner’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses may be made if the proceeds actually received by the General Partner on behalf are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the General Partner in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership out in the amount of the gross proceeds of such issuance prior and the Partnership shall be deemed simultaneously to have reimbursed the contribution General Partner pursuant to Section 7.04(b) hereof for the amount of such proceeds by underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit the General Partner)Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership.

Issuance of Securities by the General Partner. (a) The General Partner shall contribute the cash proceeds or other consideration received from not issue any issuances from and after the date hereof of Common additional REIT Shares, Preferred Shares, Junior Shares or Other New Securities unless the General Partner contributes directly or indirectly the cash proceeds or other consideration, if any, 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 Other New Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, Common Units, Partnership Units or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other Securities. (b) The General Partner shall not issue any additional Common Shares, Preferred Shares, Junior Shares or Other Securities unless the General Partner contributes the cash proceeds or other consideration received from the issuance of such additional Common Shares, Preferred Shares, Junior Shares or Other Securities, as the case may be, and from the exercise of the rights contained in any such additional Other Securities, to the Partnership in exchange for (x) in the case of an issuance of Common Shares, Common Units, or (y) in the case of an issuance of Preferred Shares, Junior Shares or Other Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or Other New Securities; provided, however, that notwithstanding the foregoing, the General Partner may issue Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities (a) pursuant to Section 4.6 Sections 4.5 or Section 8.5.4 hereof8.6(b), (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities to all of the holders of Common REIT Shares, Preferred Shares, Junior Shares or Other 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 Common REIT Shares, (e) upon a conversion, redemption, exchange or exercise of Other SecuritiesNew Securities or, or (f) in connection with an acquisition pursuant to share grants or awards made pursuant to any equity incentive plan of a property or other asset to be owned, directly or indirectly, by the General Partner if the General Partner determines that such acquisition is in the best interests of the PartnershipPartner. In the event of any issuance of additional Common REIT Shares, Preferred Shares, Junior Shares or Other New Securities by the General Partner, and the direct or indirect contribution to the Partnership, by the General Partner, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay any expenses of the General Partner’s expenses Partner associated with such issuance, including any underwriting discounts or commissions (it being understood that payment of some or all of such expenses may be made if the proceeds actually received by the General Partner on behalf are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the General Partner in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership out in the amount of the gross proceeds of such issuance prior and the Partnership shall be deemed simultaneously to have reimbursed the contribution General Partner pursuant to Section 7.4(b) for the amount of such proceeds by underwriter’s discount or other expenses, which discount and expense shall be treated as an expense for the General Partnerbenefit of the Partnership for purposes of such Section).