Common use of Issuance of Securities by the Managing Member Clause in Contracts

Issuance of Securities by the Managing Member. The Managing Member shall not issue any additional REIT Shares, Capital Shares or New Securities unless the Managing Member contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Capital Shares or New Securities (as the case may be) and from the exercise of the rights contained in any such additional Capital Shares or New Securities to the Company in exchange for (x) in the case of an issuance of REIT Shares, Common Units, or (y) in the case of an issuance of Capital Shares or New Securities, Membership Equivalent Units; provided, however, that notwithstanding the foregoing, the Managing Member may issue REIT Shares, Capital Shares or New Securities (i) pursuant to Section 4.4 or Section 15.1(b) hereof, (ii) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to holders of REIT Shares, Capital Shares or New Securities (as the case may be), (iii) upon a conversion, redemption or exchange of Capital Shares, (iv) upon a conversion, redemption, exchange or exercise of New Securities, or (v) in connection with an acquisition by the Managing Member of outstanding Membership Units or of any property or other asset to be owned, directly or indirectly, by the Managing Member. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Managing Member, and the contribution, if applicable, to the Company, by the Managing Member, of the cash proceeds or other consideration received from such issuance (or property acquired with such proceeds), if any, if the cash proceeds actually received by the Managing Member are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the Managing Member shall be deemed to have made a Capital Contribution to the Company in the amount equal to the sum of the cash proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Managing Member (which discount and expense shall be treated as an expense for the benefit of the Company for purposes of Section 7.4). In the event that the Managing Member issues any additional REIT Shares, Capital Shares or New Securities and contributes the cash proceeds or other consideration received from the issuance thereof to the Company, the Company is expressly authorized to issue a number of Common Units or Membership Equivalent Units to the Managing Member equal to the number of REIT Shares, Capital Shares or New Securities so issued, divided by the Adjustment Factor then in effect, in accordance with this Section 4.3(e) without any further act, approval or vote of any Member or any other Persons.

Issuance of Securities by the Managing Member. The Managing Member shall not issue any additional REIT Shares, Capital Shares OP Units or New Securities unless the Managing Member contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Capital Shares OP Units or New Securities (as the case may be) and from the exercise of the rights contained in any such additional Capital Shares or New Securities to the Company in exchange for (x) in the case of an issuance of REIT Shares, Company Common Units, or (y) in the case of an issuance of Capital Shares or New Securities, Membership Equivalent Units; provided, however, that notwithstanding the foregoing, the Managing Member may issue REIT Shares, Capital Shares OP Units or New Securities (i) pursuant to Section 4.4 or Section 15.1(b) hereof, (ii) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares OP Units or New Securities to holders of REIT Shares, Capital Shares OP Units or New Securities (as the case may be), (iii) upon a conversion, redemption or exchange of Capital Shares, (iv) upon a conversion, redemption, exchange or exercise of New Securities, or (viv) in connection with an acquisition by the Managing Member of outstanding Membership Company Units or of any a property or other asset to be owned, directly or indirectly, by the Managing Member, (v) pursuant to the exercise of rights set forth in the Put Option Agreement, or (vi) pursuant to an exchange described in Section 15.1. In the event of any issuance of additional REIT Shares, Capital Shares OP Units or New Securities by the Managing Member, and the contribution, if applicable, contribution to the Company, by the Managing Member, of the cash proceeds or other consideration received from such issuance (or property acquired with such proceeds), if any, if the cash proceeds actually received by the Managing Member are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the Managing Member shall be deemed to have made a Capital Contribution to the Company in the amount equal to the sum of the cash proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Managing Member (which discount and expense shall be treated as an expense for the benefit of the Company for purposes of Section 7.4). In the event that the Managing Member issues any additional REIT Shares, Capital Shares OP Units or New Securities and contributes the cash proceeds or other consideration received from the issuance thereof to the Company, the Company is expressly authorized to issue a number of Company Common Units or Membership Equivalent Units to the Managing Member equal to the number of REIT Shares, Capital Shares OP Units or New Securities so issued, divided by the Adjustment Factor then in effect, in accordance with this Section 4.3(e) without any further act, approval or vote of any Member or any other Persons.

Issuance of Securities by the Managing Member. The (i) Unless otherwise agreed to by the Members, after the completion of the IPO and the initial issuance of the Class B Common Stock by the Managing Member, except in the case of a Liquidity Offering for purposes of a Cash Settlement, the Managing Member shall not issue any additional REIT Shares, Capital Shares Stock or New Securities unless the Managing Member contributes the cash proceeds or other consideration net proceeds, if any, received from the issuance of such additional REIT Shares, Capital Shares Stock or New Securities (as the case may be) and from the exercise of the rights contained in any such additional Capital Shares Stock or New Securities to the Company in exchange for (xi) in the case of an issuance of REIT SharesClass A Common Stock, Class A Common Units, or (yii) in the case of an issuance of Capital Shares Class B Common Stock, Class B Common Units, or (iii) in the case of an issuance of Preferred Stock or New Securities, Membership Equivalent Units; provided, however, that notwithstanding the foregoing, the Managing Member may issue REIT Shares, Capital Shares . If at any time any Preferred Stock or New Securities (i) pursuant to Section 4.4 are issued that are convertible into or Section 15.1(b) hereof, (ii) pursuant to a dividend exercisable for Class A Common Stock or distribution (including any stock split) another security of REIT Shares, Capital Shares or New Securities to holders of REIT Shares, Capital Shares or New Securities (as the case may be), (iii) upon a conversion, redemption or exchange of Capital Shares, (iv) upon a conversion, redemption, exchange or exercise of New Securities, or (v) in connection with an acquisition by the Managing Member of outstanding Membership Units or of any property or other asset to be owned, directly or indirectly, by the Managing Member. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Managing Member, then upon any such conversion or exercise, the corresponding Equivalent Unit shall be similarly exercised or otherwise converted, as applicable, for an equivalent number of Class A Common Units or other Equivalent Units. It is the intent of the parties that the Managing Member will always own Units equivalent to its outstanding Capital Stock, except as provided pursuant to Section 12.4, and the contributionparties hereby acknowledge that the Managing Member and the Company may each make reasonable adjustments to its own capitalization, if applicablesubject to applicable Law and the terms of any such outstanding Capital Stock, in order to effect such parity (including by issuing Class A Common Units to the Company, by Managing Member in connection with any issuances of Class A Common Shares in settlement of equity awards outstanding or that may be granted under any equity incentive plan or program of the Company or the Managing Member, of the cash proceeds or other consideration received from such issuance ). (or property acquired with such proceeds), if any, if the cash proceeds actually received by the Managing Member are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the Managing Member shall be deemed to have made a Capital Contribution to the Company in the amount equal to the sum of the cash proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Managing Member (which discount and expense shall be treated as an expense for the benefit of the Company for purposes of Section 7.4). In the event that ii) If the Managing Member issues any additional REIT Shares, Capital Shares Stock or New Securities and contributes the cash proceeds or other consideration net proceeds, if any, received from the such issuance thereof to the Company, the Company is expressly authorized to issue a number of Common Units or Membership Equivalent Units to the Managing Member equal to the number of REIT Shares, shares of Capital Shares Stock or New Securities so issued, divided by the Adjustment Factor then in effect, in accordance with this Section 4.3(e2.5(e) without any further act, approval or vote of any Member or any other PersonsPerson. For the avoidance of doubt, New Securities that are derivative securities issued under any Incentive Compensation Plan of the Managing Member shall not require issuance of Equivalent Units by the Company until such time as such derivative securities are exercised and subsequently issued.

Issuance of Securities by the Managing Member. The Unless otherwise agreed by the Members, after the completion of the initial public offering of Class A Common Stock by the Managing Member, the Managing Member shall not issue any additional REIT SharesCommon Stock, Capital Shares Preferred Stock or New Securities unless the Managing Member contributes the net cash proceeds or other consideration received from the issuance of such additional REIT SharesCommon Stock, Capital Shares Preferred Stock or New Securities (as the case may be) and from the exercise of the rights contained in any such additional Capital Shares or New Securities to the Company in exchange for (xi) in the case of an issuance of REIT SharesClass A Common Stock, Company Class A Common Units, or (yii) in the case of an issuance of Capital Shares Class B Common Stock, Company Class B Common Units or (iii) in the case of an issuance of Preferred Stock or New Securities, Membership Company Equivalent Units; provided, however, that notwithstanding the foregoing, the Managing Member may issue REIT SharesCommon Stock, Capital Shares Preferred Stock or New Securities (iA) pursuant to Section 4.4 3.4 or Section 15.1(b) hereof14.1(b), (iiB) pursuant to a dividend or distribution (including any stock split) of REIT SharesCommon Stock, Capital Shares Preferred Stock or New Securities to all of the holders of REIT SharesCommon Stock, Capital Shares Preferred Stock or New Securities (as the case may be), (iiiC) upon a conversion, redemption or exchange of Capital SharesPreferred Stock, (ivD) upon a conversion, redemption, exchange or exercise of New Securities, or (vE) in connection with an acquisition by the Managing Member of outstanding Membership Company Units or of any a property or other asset to be owned, directly or indirectly, by the Managing Member. In the event of any issuance of additional REIT SharesCommon Stock, Capital Shares Preferred Stock or New Securities by the Managing Member, and the contribution, if applicable, contribution to the Company, by the Managing Member, of the net cash proceeds or other consideration received from such issuance (or property acquired with such proceeds)issuance, if any, if the cash proceeds actually received by Company shall pay the Managing Member are less than the gross proceeds of such issuance as a result of any underwriterMember’s discount or other after-tax expenses paid or incurred in connection associated with such issuance, then the Managing Member shall be deemed to have made a Capital Contribution to the Company in the amount equal to the sum of the cash proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Managing Member (which discount and expense shall be treated as an expense for the benefit of the Company for purposes of Section 7.4)including any underwriting discounts or commissions. In the event that the Managing Member issues any additional REIT SharesCommon Stock, Capital Shares or New Securities and contributes the net cash proceeds or other consideration received from the issuance thereof to the Company, the Company is expressly authorized to issue a number of Company Common Units or Membership Company Equivalent Units to the Managing Member equal to the number of REIT Sharesshares of Common Stock, Capital Shares or New Securities so issued, divided by the Adjustment Factor then in effect, in accordance with this Section 4.3(e3.3(e) without any further act, approval or vote of any Member or any other PersonsPerson.

Issuance of Securities by the Managing Member. The (i) Unless otherwise agreed to by the Members, after the completion of the IPO and the initial issuance of the Class B Common Stock by the Managing Member, except in the case of a Liquidity Offering for purposes of a Cash Settlement, the Managing Member shall not issue any additional REIT Shares, Capital Shares Stock or New Securities unless the Managing Member contributes the cash net proceeds or other consideration received from the issuance of such additional REIT Shares, Capital Shares Stock or New Securities (as the case may be) and from the exercise of the rights contained in any such additional Capital Shares Stock or New Securities to the Company in exchange for (xi) in the case of an issuance of REIT SharesClass A Common Stock, Class A Common Units, or (yii) in the case of an issuance of Capital Shares Class B Common Stock, Class B Common Units, or (iii) in the case of an issuance of Preferred Stock or New Securities, Membership Equivalent Units; provided. If at any time any Preferred Stock or New Securities are issued that are convertible into or exercisable for Class A Common Stock or another security of the Managing Member, howeverthen upon any such conversion or exercise, the corresponding Equivalent Unit shall be similarly exercised or otherwise converted, as applicable, and an equivalent number of Class A Common Units or other Equivalent Units of the Company. It is the intent of the parties that notwithstanding the foregoingManaging Member will always own Units equivalent to its outstanding Capital Stock, except as provided pursuant to Section 12.4, and the parties hereby acknowledge that the Managing Member may issue REIT Sharesmake reasonable adjustments to its own capitalization, subject to applicable Law and the terms of any such outstanding Capital Shares or New Securities (i) pursuant Stock, in order to Section 4.4 or Section 15.1(b) hereof, effect such parity. (ii) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to holders of REIT Shares, Capital Shares or New Securities (as the case may be), (iii) upon a conversion, redemption or exchange of Capital Shares, (iv) upon a conversion, redemption, exchange or exercise of New Securities, or (v) in connection with an acquisition by the Managing Member of outstanding Membership Units or of any property or other asset to be owned, directly or indirectly, by the Managing Member. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Managing Member, and the contribution, if applicable, to the Company, by the Managing Member, of the cash proceeds or other consideration received from such issuance (or property acquired with such proceeds), if any, if the cash proceeds actually received by the Managing Member are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the Managing Member shall be deemed to have made a Capital Contribution to the Company in the amount equal to the sum of the cash proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Managing Member (which discount and expense shall be treated as an expense for the benefit of the Company for purposes of Section 7.4). In the event that If the Managing Member issues any additional REIT Shares, Capital Shares Stock or New Securities and contributes the cash proceeds or other consideration net proceeds, if any, received from the such issuance thereof to the Company, the Company is expressly authorized to issue a number of Common Units or Membership Equivalent Units to the Managing Member equal to the number of REIT Shares, shares of Capital Shares Stock or New Securities so issued, divided by the Adjustment Factor then in effect, in accordance with this Section 4.3(e2.5(e) without any further act, approval or vote of any Member or any other PersonsPerson. For the avoidance of doubt, New Securities that are derivative securities issued under any Incentive Compensation Plan of the Managing Member shall not require issuance of Equivalent Units by the Company until such time as such derivative securities are exercised and subsequently issued.

Issuance of Securities by the Managing Member. The Managing Member shall not issue any additional REIT Common Shares, Capital Preferred Shares or New Securities unless the Managing Member contributes the cash proceeds or other consideration received from the issuance of such additional REIT Common Shares, Capital Preferred Shares or New Securities (as the case may be) and from the exercise of the rights contained in any such additional Capital Shares or New Securities to the Company in exchange for (w) in the case of an issuance of Class A Shares, Company Class A Common Units, (x) in the case of an issuance of REIT Class B Shares, Company Class B Common Units, or (y) in the case of an issuance of Capital Class C Shares, Company Class C Common Units, or (z) in the case of an issuance of Preferred Shares or New Securities, Membership Company Equivalent Units; provided, however, that notwithstanding the foregoing, the Managing Member may issue REIT Common Shares, Capital Preferred Shares or New Securities (ia) pursuant to Section 4.4 3.4 or Section 15.1(b) hereof14.1(b), (iib) pursuant to a dividend or distribution (including any stock split) of REIT Common Shares, Capital Preferred Shares or New Securities to all of the holders of REIT Common Shares, Capital Preferred Shares or New Securities (as the case may be), (iiic) upon a conversion of Class B Shares, (d) upon a conversion, redemption or exchange of Capital Preferred Shares, (ive) upon a conversion, redemption, exchange or exercise of New Securities, or (vf) in connection with an acquisition by the Managing Member of outstanding Membership Company Units or of any a property or other asset to be owned, directly or indirectly, by the Managing Member. In the event of any issuance of additional REIT Common Shares, Capital Preferred Shares or New Securities by the Managing Member, and the contribution, if applicable, contribution to the Company, by the Managing Member, of the cash proceeds or other consideration received from such issuance (or property acquired with such proceeds)issuance, if any, if the cash proceeds actually received by Company shall pay the Managing Member are less than the gross proceeds of such issuance as a result of any underwriterMember’s discount or other expenses paid or incurred in connection associated with such issuance, then the Managing Member shall be deemed to have made a Capital Contribution to the Company in the amount equal to the sum of the cash proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Managing Member (which discount and expense shall be treated as an expense for the benefit of the Company for purposes of Section 7.4)including any underwriting discounts or commissions. In the event that the Managing Member issues any additional REIT Common Shares, Capital Shares or New Securities and contributes the cash proceeds or other consideration received from the issuance thereof to the Company, the Company is expressly authorized to issue a number of Company Common Units or Membership Company Equivalent Units to the Managing Member equal to the number of REIT Common Shares, Capital Shares or New Securities so issued, divided by the Adjustment Factor then in effect, in accordance with this Section 4.3(e3.3(e) without any further act, approval or vote of any Member or any other Persons.