Common use of Issuances of Additional Partnership Interests Clause in Contracts

Issuances of Additional Partnership Interests. (a) Issuance to Other Than the General Partner. The General Partner ------------------------------------------ is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (other than issuances to the General Partner, which issuances are governed by Section 4.2(b)) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners except to the extent provided herein; provided, however, that the -------- ------- Partnership also may from time to time issue to third parties additional Partnership Interests (other than any such issuance to the General Partner which is governed by Sections 4.2(b) and 4.2(c)) in one or more classes, or -------- ------ ------ one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership, provided further however, ------------------------ that any issuance of any classes as provided in the foregoing proviso, made or authorized to be made prior to the first anniversary of the Effective Date shall be permitted only with the Consent of the Limited Partners holding a majority of the Percentage Interests of the Limited Partners.

Issuances of Additional Partnership Interests. (a) Issuance to Other Than than the General Partner. The General Partner ------------------------------------------ is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (other than issuances to the General Partner, which issuances are governed by Section 4.2(b)) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners except to the extent provided herein; provided, however, that the -------- ------- Partnership also may from time to time issue to third parties additional Partnership Interests (other than any such issuance to the General Partner which is governed by Sections 4.2(b) and 4.2(c)) in one or more classes, or -------- ------ ------ one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, as may be set forth in exhibits attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership. Notwithstanding anything to the contrary in this Agreement, provided further howeverthe Partnership shall not issue additional Partnership Units, ------------------------ that if immediately after the issuance, any issuance Partner would, actually or constructively as set forth in Sections 856(a)(6) and 856(h) of any classes the Code, own more than five percent (5%) of the shares of the General Partner (assuming the Partner exchanged all of such Partner's Partnership Units for shares of the General Partner as provided in Section 4.2(e)), provided, however, that the foregoing proviso, made or authorized to be made prior to Initial Limited Partners may own in the first anniversary aggregate (actually and constructively as set forth in Sections 856(a)(6) and 856(h) of the Effective Date shall be permitted only with the Consent Code), after issuance of additional Units, up to but not exceeding nineteen percent (19%) of the Limited Partners holding a majority shares of the Percentage Interests General Partner (assuming they exchanged all of their Partnership Units for shares of the Limited PartnersGeneral Partner as provided in Section 4.2(e)).

Issuances of Additional Partnership Interests. (a) Issuance to Other Than than the General Partner. The General Partner ------------------------------------------ is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (other than issuances to the General Partner, which issuances are governed by Section 4.2(b)) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners except to the extent provided herein; provided, however, that the -------- ------- Partnership also may from time to time issue to third parties additional Partnership Interests (other than any such issuance to the General Partner which is governed by Sections 4.2(b) and 4.2(c)) in one or more classes, or -------- ------ ------ one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, as may be set forth in exhibits attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership. (b) Issuance to the General Partner. The Partnership also may from time to time issue to the General Partner additional Partnership Units or other Partnership Interests in one or more classes, provided further or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, as may be set forth in exhibits attached hereto from time to time, all as shall be determined by the General Partner, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, ------------------------ that any (x) the additional Partnership Interests are issued in connection with an issuance of any classes shares of the General Partner, which shares have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.2(b), and (y) the General Partner shall make a Capital Contribution to the Partnership (1) in an amount equal to the net proceeds raised in connection with the issuance of such shares of the General Partner in the event such shares are sold for cash or cash equivalents or (2) in the form of the property received in consideration for such shares, in the event such shares are issued in consideration for other property. (c) Issuance of Additional Common Shares or Preferred Shares. The General Partner is explicitly authorized to issue additional Common Shares or preferred shares of beneficial interest of the General Partner ("Preferred Shares"), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares or Preferred Shares ("New Securities") and in connection therewith, as further provided in Section 4.2(b) above, (i) the foregoing provisoGeneral Partner shall cause the Partnership to issue to the General Partner Partnership Interests or rights, made options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, as may be set forth on exhibits attached hereto from time to time, all such that the economic interests are substantially similar to those of the New Securities, and (ii) the General Partner shall contribute the net proceeds from, or the property received in consideration for, the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Partnership. In connection with the issuance of Partnership Interests which are substantially similar to New Securities, the General Partner is authorized to be made prior modify or amend the distributions or allocations hereunder solely to the first anniversary of extent necessary to give effect to the Effective Date shall be permitted only with the Consent of the Limited Partners holding a majority of the Percentage Interests of the Limited Partnersdesignations, preferences and other rights pertaining to such Partnership Interests.

Issuances of Additional Partnership Interests. (a) Issuance Except as provided in this Section 5.2 or in Section 5.3 hereof, the Partners shall have no right or obligation to Other Than make any additional Capital Contributions or loans to the General PartnerPartnership. The Managing General Partner ------------------------------------------ may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 5.2. (i) The Managing General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (other than issuances to including the Managing General Partner and any REIT Partner, which issuances are governed by Section 4.2(b)) or to other Persons for such consideration and on such terms and conditions as shall be established by the Managing General Partner in its sole and absolute discretion, all without the approval of any Limited Partners except to the extent provided herein; provided, however, that the -------- ------- Partnership also may from time to time issue to third parties Partners. Any additional Partnership Interests (other than any such issuance to the General Partner which is governed by Sections 4.2(b) and 4.2(c)) issued thereby may be issued in one or more classes, or -------- ------ ------ one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to the Class A and Class Limited Partnership Partner Interests, all as shall be determined by the Managing General Partner in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law, including, without limitation, with respect to (iA) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, ; (iiB) the right of each such class or series of Partnership Interests to share in Partnership distributions, ; and (iiiC) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership, provided further however, ------------------------ that any issuance a list of the Preferred Partnership Units shall be set forth on Exhibit D hereto and that the form of any classes Preferred Partnership Unit certificate issued by the Partnership shall be attached as provided in the foregoing proviso, made a schedule to Exhibit D on or authorized to be made prior to the first anniversary date of issuance of such Unit; provided, however, that no additional Partnership Interests shall be issued to the Managing General Partner or any REIT Partner unless either: (1) (x) the additional Partnership Interests are issued in connection with an issuance of shares of Common Stock of or other interests in the Company, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the Effective Date additional Partnership Interests issued to the Managing General Partner or any REIT Partner by the Partnership in accordance with this Section 5.2 and (y) the Managing General Partner or any REIT Partner shall be permitted only make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the Consent issuance of such shares of stock of or other interests in the Company, (2) the additional Partnership Interests are issued pursuant to Section 11.2 hereof, or (3) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests. Without limiting the foregoing, the Managing General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Limited Partners holding General Partner and the Partnership. (ii) The Company shall not issue any additional shares of Common Stock or any shares of Preferred Stock (other than shares of Common Stock issued in connection with an exchange pursuant to Section 5.5 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (collectively, "Additional Securities") other than to all holders of shares of Common Stock, unless (A) the Managing General Partner shall cause the Partnership to issue to the Managing General Partner and any REIT Partner, as the Company may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes the proceeds from the issuance of such Additional Securities, and from any exercise of rights contained in such Additional Securities, through the Managing General Partner and any REIT Partner to the Partnership; provided, however, that the Company is allowed to issue Additional Securities in connection with an acquisition of a property to be held directly by the Company, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in the best interests of the Company and the Partnership by a majority of the Percentage Interests Independent Directors. Without limiting the foregoing, the Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the Managing General Partner corresponding Partnership Interests, so long as (1) the Managing General Partner concludes in good faith that such issuance is in the best interests of the Limited PartnersManaging General Partner and the Partnership, including, without limitation, the issuance of shares of Common Stock and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of shares of Common Stock at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the shares of Common Stock, either at the time of issuance or at the time of exercise, and (2) the Company contributes all of the proceeds of such issuance, through the Managing General Partner and any REIT Partner, to the Partnership. For example, in the event the Company issues shares of Common Stock for a cash purchase price and contributes all of the proceeds of such issuance, through the Managing General Partner and any REIT Partner, to the Partnership as required hereunder, the Managing General Partner and any REIT Partner, as the Company may so designate, shall be issued a number of additional Partnership Units equal to the product of (x) the number of such shares of Common Stock issued by the Company, the proceeds of which were so contributed, multiplied by (y) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution. (b) In connection with any and all issuances of shares of Common Stock, the Company shall contribute all of the proceeds raised in connection with such issuance to the Managing General Partner and any REIT Partner as the Company determines, and in turn, the Managing General Partner and any REIT Partner shall make Capital Contributions to the Partnership of such proceeds, provided that if the proceeds actually received and contributed by the Company to the Managing General Partner and any REIT 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 Managing General Partner and any REIT Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in connection with the required issuance of additional Partnership Units to the Managing General Partner and any REIT Partner for such Capital Contributions pursuant to Section 5.2(a) hereof. (c) In the event the Managing General Partner or the Company acquires Preferred Units from the Preferred Unitholders (in exchange for cash or shares of Common Stock), the Partnership shall, as soon as practicable thereafter, exchange each Preferred Unit held by the Managing General Partner or the Company for such number of Partnership Units which are not designated as Preferred Units, as determined by the Conversion Factor then in effect.

Issuances of Additional Partnership Interests. (a) Issuance to Other Than the General Partner. The General Partner ------------------------------------------ is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (other than issuances to the General Partner, which issuances are governed by Section 4.2(b)) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners except to the extent provided herein; provided, however, that the -------- ------- Partnership also may from time to time issue to third parties additional Partnership Interests (other than any such issuance to the General Partner which is governed by Sections 4.2(b) and 4.2(c)) in one or more classes, or -------- ------ ------ one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, as may be set forth in Exhibit C attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership, provided further however, ------------------------ that any issuance of any classes as provided in the foregoing proviso, made or authorized to be made prior to the first anniversary of the Effective Date shall be permitted only with the Consent of the Limited Partners holding a majority of the Percentage Interests of the Limited Partners. To the extent more than one class of Partnership Units is outstanding, the Partnership Units in this Agreement shall be referred to as Class A Units.

Issuances of Additional Partnership Interests. (a) Issuance to Other Than the General Partner. The General ------------------------------------------ Partner ------------------------------------------ is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (other than issuances to the General Partner, which issuances are governed by Section 4.2(b)) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners except to the extent provided herein; provided, however, that the -------- ------- Partnership also may from time to time issue to third parties additional Partnership Interests (other than any such issuance to the General Partner which is governed by Sections 4.2(b) and 4.2(c)) in one or more classes, or -------- ------ ------ one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership Interests, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests, (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership, provided further however, ------------------------ that any issuance of any classes as provided in the foregoing proviso, made or authorized to be made prior to the first anniversary of the Effective Date shall be permitted only with the Consent of the Limited Partners holding a majority of the Percentage Interests of the Limited Partners.