Common use of Issuance of Securities by the Special Limited Partner Clause in Contracts

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Shares or New Securities unless the Special Limited Partner 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 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 Capital Shares or 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 Capital Shares or New Securities; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to all of the holders of REIT Shares, Capital Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant to share grants or awards made pursuant to any equity incentive plan of the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by the Special Limited Partner 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 Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership 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 Special Limited Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4).

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Common Shares, Capital Preferred Shares or New Securities unless the Special Limited Partner 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 New Securities to the Partnership in exchange for (x) in the case of an issuance of REIT Class A Shares, Partnership Class A Common Units, or (y) in the case of an issuance of Capital Class B Shares, Partnership Class B Common Units or (z) in the case of an issuance of Preferred Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Common Shares, Capital Preferred Shares or New Securities (a) pursuant to Section 4.4 3.4 or Section 15.1.B hereof14.1(b), (b) 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), (c) upon a conversion of Class B Shares, (d) upon a conversion, redemption or exchange of Capital Preferred Shares, (de) upon a conversion, redemption, exchange or exercise of New Securities, or (ef) pursuant in connection with an acquisition of Partnership Units or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Common Shares, Capital Preferred Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by Partnership shall pay the Special Limited Partner’s expenses associated with such issuance, including any underwriting discounts or commissions. In the event that the Special Limited Partner are less than issues any additional Common Shares, Capital Shares or New Securities and contributes the gross cash proceeds of such issuance as a result of any underwriter’s discount or other expenses paid consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue a number of Partnership Common Units or incurred in connection with such issuance, then Partnership Equivalent Units to the Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum number of the cash proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid Common Shares, Capital Shares or New Securities so issued, divided by the Special Limited Adjustment Factor then in effect, in accordance with this Section 3.3(e) without any further act, approval or vote of any Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4)or any other Persons.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Shares or New Securities unless the Special Limited Partner contributes the cash proceeds or any 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 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 Capital Shares or 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 those of such Capital Shares or New Securities; provided, however, that notwithstanding the foregoing, the Special Limited General Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to all of the holders of REIT Shares, Capital Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant in connection with an acquisition of Partnership Units or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, by the Special Limited Partner, of the cash proceeds or any other consideration received from such issuanceissuance (or property acquired with such proceeds), if any, if the cash proceeds actually received by the Special Limited Partner 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 Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership 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 Special Limited Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4). In the event that the Special Limited Partner 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 Partnership, the Partnership is expressly authorized to issue a number of Partnership Common Units or Partnership Equivalent Units to the Special Limited Partner equal to the number of REIT Shares, Capital Shares or New Securities so issued, divided by the Adjustment Factor then in effect (and taking into account any underwriter’s discount or other expenses in accordance with the preceding sentence), in accordance with this Section 4.3.E without any further act, approval or vote of any Partner.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Preferred Shares or New Securities unless the Special Limited Partner contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Capital Preferred 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 Capital Preferred Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Preferred Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Preferred Shares or New Securities to all of the holders of REIT Shares, Capital Preferred Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Preferred Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant in connection with an acquisition of Partnership Units or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Preferred Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by Partnership shall pay the Special Limited Partner’s expenses associated with such issuance, including any underwriting discounts or commissions. In the event that the Special Limited Partner are less than issues any additional REIT Shares, Capital Shares or New Securities and contributes the gross cash proceeds of such issuance as a result of any underwriter’s discount or other expenses paid consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue a number of Partnership Common Units or incurred in connection with such issuance, then Partnership Equivalent Units to the Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum number of the cash proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid REIT Shares, Capital Shares or New Securities so issued, divided by the Special Limited Adjustment Factor then in effect, in accordance with this Section 4.3.E without any further act, approval or vote of any Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4)or any other Persons.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Common Shares, Capital Preferred Shares or New Securities unless the Special Limited Partner 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 New Securities to the Partnership in exchange for (w) in the case of an issuance of Class A Shares, Partnership Class A Common Units, (x) in the case of an issuance of REIT Class B-1 Shares, Partnership Class B-1 Common Units, or (y) in the case of an issuance of Capital Class B-2 Shares, Partnership Class B-2 Common Units or (z) in the case of an issuance of Preferred Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Common Shares, Capital Preferred Shares or New Securities (a) pursuant to Section 4.4 3.4 or Section 15.1.B hereofArticle XIV, (b) 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), (c) upon a conversion of Class B-1 Shares or Class B-2 Shares, (d) upon a conversion, redemption or exchange of Capital Preferred Shares, (de) upon a conversion, redemption, exchange or exercise of New Securities, or (ef) pursuant in connection with an acquisition of Partnership Units or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan indirectly, by the Special Limited Partner. For the avoidance of doubt, the issuance of capital stock of the Special Limited PartnerPartner in the De-SPAC Transaction shall not be subject to this Section 3.3(e). In the event of any issuance of additional REIT Common Shares, Capital Preferred Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by Partnership shall pay the Special Limited Partner’s expenses associated with such issuance, including any underwriting discounts or commissions. In the event that the Special Limited Partner are less than the gross proceeds of such issuance as a result of issues any underwriter’s discount additional Common Shares, Capital Shares or other expenses paid or incurred in connection with such issuance, then the Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of New Securities and contributes the cash proceeds of such or other consideration received from the issuance plus thereof to the amount of such underwriter’s discount Partnership, the Partnership is authorized to, and other expenses paid by shall, issue to the Special Limited Partner (which discount i) a number and expense shall be treated as an expense for type of Partnership Common Units equal to the benefit number and type of Common Shares so issued, divided by the Adjustment Factor then in effect, or (ii) a number of Partnership for purposes Equivalent Units that correspond to the class or series of Capital Shares or New Securities so issued, in either case, in accordance with this Section 7.4)3.3(e) without any further act, approval or vote of any Partner or any other Persons.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Shares or New Securities unless the Special Limited Partner 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 directly or indirectly 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 Capital Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to all of the holders of REIT Shares, Capital Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant in connection with an acquisition of Partnership Units or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, directly or indirectly, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuanceissuance (or property acquired with such proceeds), if any, if the cash proceeds actually received by the Special Limited Partner 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 Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership 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 Special Limited Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4). In the event that the Special Limited Partner issues any additional REIT Shares, Capital Shares or New Securities and contributes, directly or indirectly, the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is expressly authorized to issue a number of Partnership Common Units or Partnership Equivalent Units to the Special Limited Partner 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 Partner or any other Persons.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Shares or New Securities unless the Special Limited Partner 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 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 Capital Shares or 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 Capital Shares or New Securities; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to all of the holders of REIT Shares, Capital Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant in connection with an acquisition of a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited PartnerPartner if the Managing General Partner determines that such acquisition is in the best interests of the Partnership. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by the Special Limited Partner are less than the gross proceeds of such issuance as a result of any underwriter’s 's discount or other expenses paid or incurred in connection with such issuance, then the Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the cash proceeds of such issuance plus the amount of such underwriter’s 's discount and other expenses paid by the Special Limited Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4).

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Shares or New Securities unless the Special Limited Partner 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 directly or indirectly 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 Capital Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant to Section 4.4 4.4, Section 4.5 or Section 15.1.B 4.7 hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to all of the holders of REIT Shares, Capital Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant in connection with an acquisition of Partnership Interests or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, directly or indirectly, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuanceissuance (or property acquired with such proceeds), if any, if the cash proceeds actually received by the Special Limited Partner 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 Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership 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 Special Limited Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4). In the event that the Special Limited Partner issues any additional REIT Shares, Capital Shares or New Securities and contributes, directly or indirectly, the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is expressly authorized to issue a number of Partnership Common Units or Partnership Equivalent Units to the Special Limited Partner equal to the number of REIT Shares, Capital Shares or New Securities so issued, divided by the REIT Share Adjustment Factor then in effect, in accordance with this Section 4.3.D without any further act, approval or vote of any Partner or any other Persons.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Preferred Shares or New Securities unless the Special Limited Partner contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Capital Preferred Shares or New Securities (as the case may be) ), and from the exercise of the rights contained in any such additional New Securities 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 Capital Preferred Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Preferred Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Preferred Shares or New Securities to all of the holders of REIT Shares, Capital Preferred Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Preferred Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant in connection with an acquisition of Partnership Units or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Preferred Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by Partnership shall pay the Special Limited Partner’s expenses associated with such issuance, including any underwriting discounts or commissions. In the event that the Special Limited Partner are less than issues any additional REIT Shares, Capital Shares or New Securities and contributes the gross cash proceeds of such issuance as a result of any underwriter’s discount or other expenses paid consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue a number of Partnership Common Units or incurred in connection with such issuance, then Partnership Equivalent Units to the Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum number of the cash proceeds of such issuance plus the amount of such underwriter’s discount and other expenses paid REIT Shares, Capital Shares or New Securities so issued, divided by the Special Limited Adjustment Factor then in effect, in accordance with this Section 4.3.E without any further act, approval or vote of any Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4)or any other Persons.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Shares or New Securities unless the Special Limited Partner 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 directly or indirectly 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 Capital Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant to Section 4.4 4.4, Section 4.5 or Section 15.1.B 4.7 hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to all of the holders of REIT Shares, Capital Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant in connection with an acquisition of Partnership Interests or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, directly or indirectly, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuanceissuance (or property acquired with such proceeds), if any, if the cash proceeds actually received by the Special Limited Partner 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 Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership 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 Special Limited Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4). In the event that the Special Limited Partner issues any additional REIT Shares, Capital Shares or New Securities and contributes, directly or indirectly, the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is expressly authorized to issue a number of Partnership Common Units or Partnership Equivalent Units to the Special Limited Partner equal to the number of REIT Shares, Capital Shares or New Securities so issued, divided by the REIT Share Adjustment Factor then in effect, in accordance with this Section 4.3.D without any further act, approval or vote of any Partner or any other Persons.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Common Shares, Capital Preferred Shares or New Securities unless the Special Limited Partner 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 New Securities to the Partnership in exchange for (w) in the case of an issuance of Class A Shares, Partnership Class A-0 Common Units, (x) in the case of an issuance of REIT Class B-1 Shares, Partnership Class B-1 Common Units, or (y) in the case of an issuance of Capital Class B-2 Shares, Partnership Class B-2 Common Units or (z) in the case of an issuance of Preferred Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Common Shares, Capital Preferred Shares or New Securities (a) pursuant to Section 4.4 3.4 or Section 15.1.B hereofArticle XIV, (b) 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), (c) upon a conversion of Class B-1 Shares or Class B-2 Shares, (d) upon a conversion, redemption or exchange of Capital Preferred Shares, (de) upon a conversion, redemption, exchange or exercise of New Securities, or (ef) pursuant in connection with an acquisition of Partnership Units or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Common Shares, Capital Preferred Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by Partnership shall pay the Special Limited Partner’s expenses associated with such issuance, including any underwriting discounts or commissions. In the event that the Special Limited Partner are less than the gross proceeds of such issuance as a result of issues any underwriter’s discount additional Common Shares, Capital Shares or other expenses paid or incurred in connection with such issuance, then the Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of New Securities and contributes the cash proceeds of such or other consideration received from the issuance plus thereof to the amount of such underwriter’s discount Partnership, the Partnership is authorized to, and other expenses paid by shall, issue to the Special Limited Partner (which discount i) a number and expense shall be treated as an expense for type of Partnership Common Units equal to the benefit number and type of Common Shares so issued, divided by the Adjustment Factor then in effect, or (ii) a number of Partnership for purposes Equivalent Units that correspond to the class or series of Capital Shares or New Securities so issued, in either case, in accordance with this Section 7.4)3.3(e) without any further act, approval or vote of any Partner or any other Persons.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Preferred Shares or New Securities unless the Special Limited Partner contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Capital Preferred 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 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 Capital Preferred Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Preferred Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Preferred Shares or New Securities to all of the holders of REIT Shares, Capital Preferred Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Preferred Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant in connection with an acquisition of Partnership Units or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Preferred Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by Partnership shall pay the Special Limited Partner’s expenses associated with such issuance, including any underwriting discounts or commissions. In the event that the Special Limited Partner are less than issues any additional REIT Shares, Capital Shares or New Securities and contributes the gross cash proceeds of such issuance as a result of any underwriter’s discount or other expenses paid consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue a number of Partnership Common Units or incurred in connection with such issuance, then Partnership Equivalent Units to the Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum number of REIT Shares, Capital Shares or New Securities so issued (and, in the cash proceeds case of such issuance plus the amount of such underwriter’s discount and other expenses paid REIT Shares, divided by the Special Limited Adjustment Factor then in effect) in accordance with this Section 4.3.E without any further act, approval or vote of any Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4)or any other Persons.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Shares or New Securities unless the Special Limited Partner contributes the net proceeds (including cash and Properties) or the Properties (or interests therein) acquired with such net 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 directly or indirectly 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 Capital Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to all of the holders of REIT Shares, Capital Shares or New Securities (as the case may be), (c) upon NY\6167084.9 a conversion, redemption or exchange of Capital Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant in connection with an acquisition of Partnership Units or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, directly or indirectly, by the Special Limited Partner, of the net proceeds (including cash and Properties) or the Properties (or interests therein) acquired with such net proceeds or other consideration received from such issuance, if any, if the cash proceeds actually received by the Special Limited Partner 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 Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership 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 Special Limited Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4). In the event that the Special Limited Partner issues any additional REIT Shares, Capital Shares or New Securities and contributes, directly or indirectly, the net proceeds (including cash and Properties) or the Properties (or interests therein) acquired with such net proceeds from the issuance thereof to the Partnership, the Partnership is expressly authorized to issue a number of Partnership Common Units or Partnership Equivalent Units to the Special Limited Partner 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 Partner or any other Persons. The Special Limited Partner may hold the net proceeds from the issuance of additional REIT Shares, Capital Shares or New Securities, as the case may be, taking into account the intended use of such proceeds, so long as the Special Limited Partner makes a Capital Contribution of such net proceeds, or Properties (or interests therein) acquired with such net proceeds, as soon as reasonably practicable but not later than six (6) months following such issuance, except no such contribution shall be required to the extent the Properties acquired by the Special Limited Partner are direct or indirect interests in Partnership Interests or to the extent such net proceeds are used by the Special Limited Partner to make distributions to its stockholders.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Preferred Shares, Junior Shares or New Securities unless the Special Limited Partner contributes the cash proceeds or other consideration received from the issuance of such additional REIT Shares, Capital 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 Capital Preferred Shares, Junior Shares or 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 Capital Preferred Shares, Junior Shares or New Securities; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Preferred Shares, Junior Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Preferred Shares, Junior Shares or New Securities to all of the holders of REIT Shares, Capital Preferred Shares, Junior Shares or New Securities (as the case may be), ) (c) upon a conversion, redemption or exchange of Capital Preferred Shares, (d) upon a conversion of Junior Shares into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New Securities, or (ef) pursuant in connection with an acquisition of a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited PartnerPartner if the Managing General Partner determines that such acquisition is in the best interests of the Partnership. In the event of any issuance of additional REIT Shares, Capital Preferred Shares, Junior Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, by the Special Limited Partner, of the cash proceeds or other consideration received from such issuance, if the cash proceeds actually received by Partnership shall pay the Special Limited Partner are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other Partner's expenses paid or incurred in connection associated with such issuance, then the Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership 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 Special Limited Partner (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4)including any underwriting discounts or commissions.

Issuance of Securities by the Special Limited Partner. The Special Limited Partner shall not issue any additional REIT Shares, Capital Shares or New Securities unless the Special Limited Partner contributes the net proceeds (including cash and Properties) or the Properties (or interests therein) acquired with such net 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 directly or indirectly 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 Capital Shares or 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 Capital Shares or New SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Special Limited Partner may issue REIT Shares, Capital Shares or New Securities (a) pursuant to Section 4.4 or Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) of REIT Shares, Capital Shares or New Securities to all of the holders of REIT Shares, Capital Shares or New Securities (as the case may be), (c) upon a conversion, redemption or exchange of Capital Shares, (d) upon a conversion, redemption, exchange or exercise of New Securities, or (e) pursuant in connection with an acquisition of Partnership Units or a property or other asset to share grants be owned, directly or awards made pursuant to any equity incentive plan of indirectly, by the Special Limited Partner. In the event of any issuance of additional REIT Shares, Capital Shares or New Securities by the Special Limited Partner, and the contribution to the Partnership, directly or indirectly, by the Special Limited Partner, of the net proceeds (including cash and Properties) or the Properties (or interests therein) acquired with such net proceeds or other consideration received from such issuance, if any, if the cash proceeds actually received by the Special Limited Partner 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 Special Limited Partner shall be deemed to have made a Capital Contribution to the Partnership 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 Special Limited Partner (which discount and Table of Contents expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4). In the event that the Special Limited Partner issues any additional REIT Shares, Capital Shares or New Securities and contributes, directly or indirectly, the net proceeds (including cash and Properties) or the Properties (or interests therein) acquired with such net proceeds from the issuance thereof to the Partnership, the Partnership is expressly authorized to issue a number of Partnership Common Units or Partnership Equivalent Units to the Special Limited Partner 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 Partner or any other Persons. The Special Limited Partner may hold the net proceeds from the issuance of additional REIT Shares, Capital Shares or New Securities, as the case may be, taking into account the intended use of such proceeds, so long as the Special Limited Partner makes a Capital Contribution of such net proceeds, or Properties (or interests therein) acquired with such net proceeds, as soon as reasonably practicable but not later than six (6) months following such issuance, except no such contribution shall be required to the extent the Properties acquired by the Special Limited Partner are direct or indirect interests in Partnership Interests or to the extent such net proceeds are used by the Special Limited Partner to make distributions to its stockholders.