Common use of Issuances of Additional Partnership Interests Clause in Contracts

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, to cause the Partnership from time to time to issue to any existing Partner (including the General Partner and the Company) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units (including, without limitation, Common Units and preferred Partnership Units) or other Partnership Interests, in each case in exchange for the contribution by such Person of property or other assets, in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (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, that no such additional Partnership Units or other Partnership Interests shall be issued to the Company unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other securities by the Company, which securities have designations, preferences and other rights such that the economic interests attributable to such securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, raised in connection with such issuance, (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests, or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership by the Company. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. (a) The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, to cause the Partnership from time to time to issue to any existing Partner (including the General Partner and the Company) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units (including, without limitation, including Common Units and preferred Partnership Units) or other Partnership Interests, in each case in exchange for the contribution by such Person of property or other assets, in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, including (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 share, on a junior, senior or pari passu basis, in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the Company unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other securities by the Company, which securities have designations, preferences and other rights such that the economic interests attributable to such securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company in accordance with this Section 4.2.A4.2(a), and (2) the Company shall (i) make a Capital Contribution to the Partnership in an amount equal to the net proceeds, if any, raised in connection with such issuanceissuance or (ii) contribute such REIT Shares or other securities to the Partnership, (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests, or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership by the CompanyCompany or (d) the additional Partnership Interests are issued in accordance with Section 5.6 in connection with the Special Stock Dividend. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. (a) The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, to cause the Partnership from time to time to issue to any existing Partner (including the General Partner and the Company) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units (including, without limitation, including Common Units and preferred Partnership Units) or other Partnership Interests, in each case in exchange for the contribution by such Person of property or other assets, in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, including (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 share, on a junior, senior or pari passu basis, in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the Company unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other securities by the Company, which securities have designations, preferences and other rights such that the economic interests attributable to such securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company in accordance with this Section 4.2.A4.2(a), and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the net proceeds, if any, raised in connection with such issuance, (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests, or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership by the Company. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. C. The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, to cause the Partnership from time to time to issue to any existing Partner (including the General Partner and the Company) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units (including, without limitation, Common Units and preferred Partnership Units) or other Partnership Interests, in each case in exchange for the contribution by such Person of property or other assets, in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (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, that no such additional Partnership Units or other Partnership Interests shall be issued to the Company unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other securities by the Company, which securities have designations, preferences and other rights such that the economic interests attributable to such securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, raised in connection with such issuance, (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests, or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership by the Company. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. (a) The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, to cause the Partnership from time to time to issue to any existing Partner (including the General Partner and the Company) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units (including, without limitation, including Common Units and preferred Partnership Units) or other Partnership Interests, in each case in exchange for the contribution by such Person of property or other assets, in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, including (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 share, on a junior, senior or pari passu basis, in Partnership distributions; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the Company unless either (a)(1a) (1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other securities by the Company, which securities have designations, preferences and other rights such that the economic interests attributable to such securities are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company in accordance with this Section 4.2.A4.2(a), and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the net proceeds, if any, raised in connection with such issuance, (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests, Interests or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership by the Company. In addition, the Company may acquire Partnership Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, authorized to cause the Partnership from time to time to issue to any existing Partner Partners (including the General Partner and the CompanyPartner) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units persons (including, without limitation, Common in connection with the contribution of property to the Partnership) additional Partnership Units and preferred Partnership Units) or other Partnership Interests, in each case in exchange for the contribution by such Person of property or other assets, Interests in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (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, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the Company General Partner unless either (a)(1a) the additional Partnership Interests are issued pursuant to Section 4.2.B, 4.3 or 4.5, (b)(1) the additional Partnership Interests are issued in connection with an the grant, award, or issuance of REIT Shares shares of APF other than pursuant to Section 4.2.B, 4.3 or other securities by the Company4.5, which securities shares have designations, preferences and other rights such that the economic interests attributable to such securities shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company General Partner in accordance with this Section 4.2.A, and (2) APF (through the Company General Partner) shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, raised in connection con- nection with the issuance of such issuanceshares of APF, or (bc) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests, or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership by the Company. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, to cause the Partnership from time to time to issue to any existing Partner the Partners (including the General Partner and the Company) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units (including, without limitation, Common Units and preferred Partnership UnitsPartner) or other Persons additional Partnership Interests, in each case in exchange for the contribution by such Person of property Units or other assets, Partnership Interests in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (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, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the Company Company, as the General Partner or a Limited Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an issuance of REIT Shares or other securities shares by the Company, which securities shares have designations, preferences and other rights such that the economic interests attributable to such securities shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company in accordance with this Section 4.2.A, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, proceeds raised in connection with such issuance, issuance or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests, or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership by the Company. In addition, the Company may acquire Units from other Partners pursuant to this Agreement.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, authorized to cause the Partnership from time to time to issue to any existing Partner the Partners (including the General Partner and the Companyits Affiliates) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units Persons (including, without limitation, Common in connection with the contribution of property to the Partnership) additional Partnership Units and preferred Partnership Units) or other Partnership Interests, in each case in exchange for the contribution by such Person of property or other assets, Interests in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to the Limited Partner InterestsInterests issued on the Effective Date, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (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, that no such additional Partnership Units or other Partnership Interests shall be issued to the Company General Partner, unless either (a)(1) the additional Partnership Interests are issued in connection with an the grant, award or issuance of REIT Shares or other securities equity interests by the CompanyGeneral Partner, which securities REIT Shares or other equity interests have designations, preferences and other rights such that the economic interests attributable to such securities REIT Shares or other equity interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company General Partner in accordance with this Section 4.2.A, and (2) the Company General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests, or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership by the Company. In addition, the Company General Partner may acquire Units from other Partners pursuant to this Agreement. If the Partnership issues Partnership Interests pursuant to this Section 4.2.A, the General Partner shall make such revisions to this Agreement including but not limited to the revisions described in Section 5.4 and Section 8.6 hereof, as it deems necessary to reflect the issuance of such additional Partnership Interests and the special rights, powers and duties associated therewith. Unless specifically set forth otherwise by the General Partner, any Partnership Interest issued after the Effective Date shall have the same rights, powers and duties as the Partnership Interests issued on the Effective Date.

Issuances of Additional Partnership Interests. A. The General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership Units or Partnership Interests, authorized to cause the Partnership from time to time to issue to any existing Partner the Partners (including the General Partner and the Companyits Affiliates) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units Persons (including, without limitation, Common in connection with the contribution of property to the Partnership) additional Units and preferred Partnership Units) or other Partnership Interests, in each case in exchange for the contribution by such Person of property or other assets, Interests in one or more classes, or one or more series of any of such classes, or otherwise with such designations, preferences, redemption and conversion rights preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partner one or more other classes of Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (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 distributionsdistributions or to vote on certain matters; and (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, provided that no such additional Partnership Units or other Partnership Interests shall be issued to the Company General Partner unless either (a)(1a) the additional Partnership Interests are issued in connection with an the grant, award or issuance of REIT Shares or other securities equity interests by the Company, which securities REIT shares or other equity interests have designations, preferences and other rights such that the economic interests attributable to such securities REIT shares or other equity interests are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the Company General Partner in accordance with this Section 4.2.A4.2, and (2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the proceeds, if any, raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage InterestsInterests in such class. In the event that the Partnership issues Partnership Interests pursuant to this Section 4.2, or the General Partner shall make such revisions to this Agreement (cwithout any requirement of receiving approval of the Limited Partners) including but not limited to the revisions described in Section 5.4, Article 6 and Section 8.6 hereof, as it deems necessary to reflect the issuance of such additional Partnership Interests are issued in connection with a contribution of property to and the Partnership by the Company. In additionspecial rights, the Company may acquire Units from other Partners pursuant to this Agreementpowers and duties associated therewith.