Common use of Mandatory Conversion in Connection with a Capital Transaction Clause in Contracts

Mandatory Conversion in Connection with a Capital Transaction. (a) If the Partnership, the General Partner or the Public REIT shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Series K Preferred Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) as a result of which Series K Preferred Units shall be exchanged for or converted into the right, or the Holders of Series K Preferred Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (any such transaction being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder of the same number of Series K Preferred Units, assuming such Holder of Series K Preferred Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders of Series K Preferred Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Series K Preferred Units in connection with such Capital Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder of a Series K Preferred Unit would receive if such holder of Series K Preferred Units failed to make such an election. (c) Subject to the rights of the Partnership and the General Partner under the relevant Vesting Agreement and the terms of any Stock Plan under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.12, and (ii) in the event LTIP Units are not converted into Series K Preferred Units in connection with the Capital Transaction (including pursuant to Section 1.12(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Units in connection with the Capital Transaction that, to the extent compatible with the interests of the Series K Preferred Unitholders and the shareholders of the Public REIT, (A) contains reasonable provisions designed to allow such Holders to subsequently convert their LTIP Units, if and when eligible for conversion, into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Units, and (B) preserves as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights of such Holders.

Mandatory Conversion in Connection with a Capital Transaction. (a) 12.1 If the Partnership, Partnership or the General Partner or the Public REIT shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self self-tender offer for all or substantially all Series K Preferred Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an a CROP LTIP Unit Adjustment Event) ), in each case as a result of which Series K Preferred Common Units shall be exchanged for or converted into the rightright to receive, or the Holders holders of Series K Preferred Common Units shall otherwise be entitled, entitled to receive cash, securities or other property or any combination thereof (any such transaction each of the foregoing being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of CROP LTIP Units then eligible for conversionconversion under Section 9 of this Designation, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at for the consideration provided in the agreement or agreements with respect to the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Partnership Units in the context of the Capital Transaction (in which case the CROP LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction)) shall convert into a Common Unit under Section 9 of this Designation. (b) 12.2 In anticipation of such CROP LTIP Unit Forced Conversion in Section 12.1 of this Designation and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder holder of CROP LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Common Units into which his or her CROP LTIP Units will be converted pursuant to this Section 12 of this Designation the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder holder of the same number of Series K Preferred Common Units, assuming such Holder holder of Series K Preferred Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders holders of Series K Preferred Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder holder of CROP LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion pursuant to this Section 12 of this Designation of each CROP LTIP Unit held by such Holder holder into Series K Preferred Common Units in connection with such Capital Transaction. If a Holder holder of CROP LTIP Units fails to make such an election, such Holder holder (and any of its transferees) shall receive upon conversion pursuant to this Section 12 of this Designation of each CROP LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder holder of a Series K Preferred Common Unit would receive if such holder of Series K Preferred Common Units failed to make such an election. (c) 12.3 Subject to the rights of the Partnership and the General Partner under the relevant any Vesting Agreement and the terms of any Stock Plan plan under which CROP LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.12, 12 of this Designation and (ii) in the event LTIP Units are not converted into Series K Preferred Units in connection with the Capital Transaction (including pursuant to Section 1.12(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing acquiring entity, as the case may be, for the benefit of those Holders the holders of CROP LTIP Units whose CROP LTIP Units will not be converted into Series K Preferred Common Units in connection with the Capital Transaction thatthat will contain provisions enabling the holders of CROP LTIP Units that remain outstanding after such Capital Transaction to preserve, to the extent compatible with the interests of the Series K Preferred Unitholders and the shareholders of the Public REIT, (A) contains reasonable provisions designed to allow such Holders to subsequently convert their LTIP Units, if and when eligible for conversion, into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Units, and (B) preserves as far as reasonably possible under the circumstances circumstances, the distribution, special allocation, conversion, and other rights set forth in this Designation and the Agreement (such agreement, a “Continuation Agreement”). If the Partnership is unable to enter into a Continuation Agreement with the successor or acquiring entity, as the case may be, the Partnership will purchase any remaining Vested CROP LTIP Units for the Cash Amount. 12.4 To the extent a Capital Transaction is also a General Partner Liquidity Event pursuant to the Agreement and this Section 12 of such Holdersthis Designation is inconsistent with Section 9.5 of the Agreement with respect to the treatment of CROP LTIP Units, this Section 12 of this Designation shall control.

Mandatory Conversion in Connection with a Capital Transaction. (a) 12.1 If the Partnership, the General Partner or the Public REIT CCI shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self self-tender offer for all or substantially all Series K Preferred Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an a CCOP LTIP Unit Adjustment Event) ), in each case as a result of which Series K Preferred Common Units shall be exchanged for or converted into the rightright to receive, or the Holders holders of Series K Preferred Common Units shall otherwise be entitled, entitled to receive cash, securities or other property or any combination thereof (any such transaction each of the foregoing being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of CCOP LTIP Units then eligible for conversionconversion under Section 9 of this Designation, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at for the consideration provided in the agreement or agreements with respect to the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Partnership Units in the context of the Capital Transaction (in which case the CCOP LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction)) shall convert into a Common Unit under Section 9 of this Designation. (b) 12.2 In anticipation of such CCOP LTIP Unit Forced Conversion in Section 12.1 of this Designation and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder holder of CCOP LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Common Units into which his or her CCOP LTIP Units will be converted pursuant to this Section 12 of this Designation the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder holder of the same number of Series K Preferred Common Units, assuming such Holder holder of Series K Preferred Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders holders of Series K Preferred Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder holder of CCOP LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion pursuant to this Section 12 of this Designation of each CCOP LTIP Unit held by such Holder holder into Series K Preferred Common Units in connection with such Capital Transaction. If a Holder holder of CCOP LTIP Units fails to make such an election, such Holder holder (and any of its transferees) shall receive upon conversion pursuant to this Section 12 of this Designation of each CCOP LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder holder of a Series K Preferred Common Unit would receive if such holder of Series K Preferred Common Units failed to make such an election. (c) 12.3 Subject to the rights of the Partnership and Partnership, the General Partner and CCI under the relevant any Vesting Agreement and the terms of any Stock Plan plan under which CCOP LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.12, 12 of this Designation and (ii) in the event LTIP Units are not converted into Series K Preferred Units in connection with the Capital Transaction (including pursuant to Section 1.12(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing acquiring entity, as the case may be, for the benefit of those Holders the holders of CCOP LTIP Units whose CCOP LTIP Units will not be converted into Series K Preferred Common Units in connection with the Capital Transaction thatthat will contain provisions enabling the holders of CCOP LTIP Units that remain outstanding after such Capital Transaction to preserve, to the extent compatible with the interests of the Series K Preferred Unitholders and the shareholders of the Public REIT, (A) contains reasonable provisions designed to allow such Holders to subsequently convert their LTIP Units, if and when eligible for conversion, into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Units, and (B) preserves as far as reasonably possible under the circumstances circumstances, the distribution, special allocation, conversion, and other rights set forth in this Designation and the Agreement (such agreement, a “Continuation Agreement”). If the Partnership is unable to enter into a Continuation Agreement with the successor or acquiring entity, as the case may be, the Partnership will purchase any remaining Vested CCOP LTIP Units for the Cash Amount. 12.4 To the extent a Capital Transaction is also a General Partner Liquidity Event pursuant to the Agreement and this Section 12 of such Holdersthis Designation is inconsistent with Section 9.5 of the Agreement with respect to the treatment of CCOP LTIP Units, this Section 12 of this Designation shall control.

Mandatory Conversion in Connection with a Capital Transaction. (a) If Subject to Section 1.15 of this Schedule I, if the Partnership, Partnership or the General Partner or the Public REIT shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Series K Preferred Class A Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) as a result of which Series K Preferred Class A Units shall be exchanged for or converted into the right, or the Holders holders of Series K Preferred Class A Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (any such transaction being referred to herein as a “Capital Transaction”), then then, to the extent not already converted into Class A Units in accordance with Section 1.6 of this Schedule I, the General Partner shall, immediately prior to the consummation of the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of any and all LTIP Units then eligible for conversionthat have become Vested LTIP Units and the Book-Up Target of which is zero, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Class A Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder holder of such converting LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Class A Units into which his or her such holder’s LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder holder of the same number of Series K Preferred Class A Units, assuming such Holder holder of Series K Preferred Class A Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders holders of Series K Preferred Class A Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner Partnership shall give prompt written notice to each Holder holder of such converting LTIP Units of such election, and the Partnership shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder holder into Series K Preferred Class A Units in connection with such Capital Transaction. If a Holder holder of LTIP Units fails to make such an election, such Holder holder (and any of its his or her transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder holder of a Series K Preferred Class A Unit would receive if such holder of Series K Preferred Class A Units failed to make such an election. (c) Subject to the rights of the Partnership and the General Partner under the relevant Vesting Award Agreement and the terms of any Stock Plan equity incentive plan, including without limitation the Plan, under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.121.10, and (ii) in the event LTIP Units are not converted into Series K Preferred Class A Units in connection with the Capital Transaction (including pursuant to Section 1.12(a1.10(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) 1.12 below to the extent that they can act without the consent of Holders holders of LTIP Units, the Partnership shall (A) enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Class A Units in connection with the Capital Transaction that, to the extent compatible not incompatible with the interests of the Series K Preferred Unitholders holders of Class A Units and the shareholders holders of Class A common stock of the Public REITGeneral Partner, (Ax) contains reasonable provisions designed to allow such Holders holders to subsequently convert convert, redeem or exchange their LTIP Units, if and when eligible for conversion, redemption or exchange into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Class A Units, and (By) preserves as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights of such Holdersholders, or (B) otherwise provide for payment to be made to such LTIP Unit holders (in respect of any unconverted LTIP Units) that is reasonably determined by the General Partner to be comparable to the consideration received by holders of Class A Units in the Capital Transaction.

Mandatory Conversion in Connection with a Capital Transaction. (a) If the Partnership, the General Partner or the Public REIT shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Series K Preferred Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) as a result of which Series K Preferred Common Units shall be exchanged for or converted into the right, or the Holders of Series K Preferred Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (any such transaction being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Common Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder of the same number of Series K Preferred Common Units, assuming such Holder of Series K Preferred Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders of Series K Preferred Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Series K Preferred Common Units in connection with such Capital Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder of a Series K Preferred Common Unit would receive if such holder of Series K Preferred Common Units failed to make such an election. (c) Subject to the rights of the Partnership and the General Partner under the relevant Vesting Agreement and the terms of any Stock Plan under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.12, and (ii) in the event LTIP Units are not converted into Series K Preferred Common Units in connection with the Capital Transaction (including pursuant to Section 1.12(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Common Units in connection with the Capital Transaction that, to the extent compatible with the interests of the Series K Preferred Common Unitholders and the shareholders of the Public REIT, (A) contains reasonable provisions designed to allow such Holders to subsequently convert their LTIP Units, if and when eligible for conversion, into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Common Units, and (B) preserves as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights of such Holders.

Mandatory Conversion in Connection with a Capital Transaction. (a) If the Partnership, the General Partner Company or the Public REIT Manager shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Series K Preferred Common Units or other business combination or reorganization, or sale of all or substantially all of the PartnershipCompany’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) as a result of which Series K Preferred Common Units shall be exchanged for or converted into the right, or the Holders holders of Series K Preferred Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (any such transaction being referred to herein as a “Capital Transaction”), then the General Partner Manager shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to insure the conversion of the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership Company were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner Manager in good faith using the value attributed to the Series K Preferred Common Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership Company shall use commercially reasonable efforts to cause each Holder holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder holder of the same number of Series K Preferred Common Units, assuming such Holder holder of Series K Preferred Common Units is not a Person with which the Partnership Company consolidated or into which the Partnership Company merged or which merged into the Partnership Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders holders of Series K Preferred Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner Manager shall give prompt written notice to each Holder holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General PartnerManager, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder holder into Series K Preferred Common Units in connection with such Capital Transaction. If a Holder holder of LTIP Units fails to make such an election, such Holder holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder holder of a Series K Preferred Common Unit would receive if such holder of Series K Preferred Common Units failed to make such an election. (c) Subject to the rights of the Partnership Company and the General Partner Manager under the relevant Vesting Agreement and the terms of any Stock Plan under which LTIP Units are issued, the Partnership Company shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.121.10, and (ii) in the event LTIP Units are not converted into Series K Preferred Common Units in connection with the Capital Transaction (including pursuant to Section 1.12(a1.10(a) above), but subject to the rights of the General Partner Manager and the Partnership Company set forth in Section 1.15(b)(ii1.13(b)(ii) below to the extent that they can act without the consent of Holders holders of LTIP Units, enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Common Units in connection with the Capital Transaction that, to the extent compatible with the interests of the Series K Preferred Unitholders and the shareholders of the Public REITCommon Unitholders, (A) contains reasonable provisions designed to allow such Holders holders to subsequently convert their LTIP Units, if and when eligible for conversion, into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Common Units, and (B) preserves as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights of such Holdersholders.

Mandatory Conversion in Connection with a Capital Transaction. (a) If the Partnership, Partnership or the General Partner or the Public REIT Special Limited Partner shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Series K Preferred Partnership Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) as a result of which Series K Preferred Partnership Common Units shall be exchanged for or converted into the right, or the Holders of Series K Preferred Partnership Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (any such transaction being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the consummation of the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of any and all LTIP Units then eligible for conversionthat have become Vested LTIP Units and the Book-Up Target of which is zero, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Partnership Common Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Partnership Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder of the same number of Series K Preferred Partnership Common Units, assuming such Holder of Series K Preferred Partnership Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders of Series K Preferred Partnership Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Series K Preferred Partnership Common Units in connection with such Capital Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder of a Series K Preferred Partnership Common Unit would receive if such holder Holder of Series K Preferred Partnership Common Units failed to make such an election. (c) Subject to the rights of the Partnership and the General Partner under the relevant Vesting Agreement and the terms of any Stock Plan stock incentive plan under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.121.10, and (ii) in the event LTIP Units are not converted into Series K Preferred Partnership Common Units in connection with the Capital Transaction (including pursuant to Section 1.12(a1.10(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii1.13(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Partnership Common Units in connection with the Capital Transaction that, to the extent compatible not incompatible with the interests of the Series K Preferred Partnership Common Unitholders and and/or the shareholders of the Public REITSpecial Limited Partner, (A) contains reasonable provisions designed to allow such Holders to subsequently convert convert, redeem or exchange their LTIP Units, if and when eligible for conversion, redemption or exchange into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Partnership Common Units, and (B) preserves as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights of such Holders.

Mandatory Conversion in Connection with a Capital Transaction. (a) If the Partnership, Partnership or the General Partner or the Public REIT shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Series K Preferred Class A Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) as a result of which Series K Preferred Class A Units shall be exchanged for or converted into the right, or the Holders holders of Series K Preferred Class A Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (any such transaction being referred to herein as a “Capital Transaction”), then then, to the extent not already converted into Class A Units in accordance with Section 1.6 of this Schedule I, the General Partner shall, immediately prior to the consummation of the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of any and all LTIP Units then eligible for conversionthat have become Vested LTIP Units and the Book-Up Target of which is zero, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Class A Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder holder of such converting LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Class A Units into which his or her such holder’s LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder holder of the same number of Series K Preferred Class A Units, assuming such Holder holder of Series K Preferred Class A Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders holders of Series K Preferred Class A Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner Partnership shall give prompt written notice to each Holder holder of such converting LTIP Units of such election, and the Partnership shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder holder into Series K Preferred Class A Units in connection with such Capital Transaction. If a Holder holder of LTIP Units fails to make such an election, such Holder holder (and any of its his or her transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder holder of a Series K Preferred Class A Unit would receive if such holder of Series K Preferred Class A Units failed to make such an election. (c) Subject to the rights of the Partnership and the General Partner under the relevant Vesting Award Agreement and the terms of any Stock Plan equity incentive plan, including without limitation the Plan, under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.121.10, and (ii) in the event LTIP Units are not converted into Series K Preferred Class A Units in connection with the Capital Transaction (including pursuant to Section 1.12(a1.10(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) 1.12 below to the extent that they can act without the consent of Holders holders of LTIP Units, the Partnership shall (A) enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Class A Units in connection with the Capital Transaction that, to the extent compatible not incompatible with the interests of the Series K Preferred Unitholders holders of Class A Units and the shareholders holders of Class A common stock of the Public REITGeneral Partner, (Ax) contains reasonable provisions designed to allow such Holders holders to subsequently convert convert, redeem or exchange their LTIP Units, if and when eligible for conversion, redemption or exchange into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Class A Units, and (By) preserves as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights of such Holdersholders, or (B) otherwise provide for payment to be made to such LTIP Unit holders (in respect of any unconverted LTIP Units) that is reasonably determined by the General Partner to be comparable to the consideration received by holders of Class A Units in the Capital Transaction.

Mandatory Conversion in Connection with a Capital Transaction. (a) If the Partnership, the General Partner or the Public REIT Company shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Series K Preferred Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) ), in each case as a result of which Series K Preferred Common Units shall be exchanged for or converted into the right, or the Holders holders of Series K Preferred Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (any such transaction each of the foregoing being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Partnership Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder holder of the same number of Series K Preferred Common Units, assuming such Holder holder of Series K Preferred Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders holders of Series K Preferred Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder holder into Series K Preferred Common Units in connection with such Capital Transaction. If a Holder holder of LTIP Units fails to make such an election, such Holder holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder holder of a Series K Preferred Common Unit would receive if such holder of Series K Preferred Common Units failed to make such an election. (c) Subject to the rights of the Partnership and the General Partner under the relevant any Vesting Agreement and the terms of any Stock Plan plan under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.12, 1.12 and (ii) in the event LTIP Units are not converted into Series K Preferred Units in connection with the Capital Transaction (including pursuant to Section 1.12(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders any holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Common Units in connection with the Capital Transaction that, that will (i) contain provisions enabling the holders of LTIP Units that remain outstanding after such Capital Transaction to the extent compatible with the interests of the Series K Preferred Unitholders and the shareholders of the Public REIT, (A) contains reasonable provisions designed to allow such Holders to subsequently convert their LTIP Units, if and when eligible for conversion, Units into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Units, Common Units and (Bii) preserves preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights set forth in the Agreement for the benefit of such Holdersthe holders of LTIP Units.

Mandatory Conversion in Connection with a Capital Transaction. (a) A. If the Partnership, Partnership or the General Partner or the Public REIT shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self self-tender offer for all or substantially all Series K Preferred Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) ), in each case as a result of which Series K Preferred Common Units shall be exchanged for or converted into the rightright to receive, or the Holders holders of Series K Preferred Common Units shall otherwise be entitled, entitled to receive cash, securities or other property or any combination thereof (any such transaction each of the foregoing being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at for the consideration provided in the agreement or agreements with respect to the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Partnership Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) B. In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Common Units into which his or her LTIP Units will be converted pursuant to this Section 1.13 the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder holder of the same number of Series K Preferred Common Units, assuming such Holder holder of Series K Preferred Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders holders of Series K Preferred Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion pursuant to this Section 1.13 of each LTIP Unit held by such Holder holder into Series K Preferred Common Units in connection with such Capital Transaction. If a Holder holder of LTIP Units fails to make such an election, such Holder holder (and any of its transferees) shall receive upon conversion pursuant to this Section 1.13 of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder holder of a Series K Preferred Common Unit would receive if such holder of Series K Preferred Common Units failed to make such an election. (c) C. Subject to the rights of the Partnership and the General Partner under the relevant any Vesting Agreement and the terms of any Stock Plan plan under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.12, 1.13 and (ii) in the event LTIP Units are not converted into Series K Preferred Units in connection with the Capital Transaction (including pursuant to Section 1.12(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing acquiring entity, as the case may be, for the benefit of those Holders the holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Common Units in connection with the Capital Transaction thatthat will contain provisions enabling the holders of LTIP Units that remain outstanding after such Capital Transaction to preserve, to the extent compatible with the interests of the Series K Preferred Unitholders and the shareholders of the Public REIT, (A) contains reasonable provisions designed to allow such Holders to subsequently convert their LTIP Units, if and when eligible for conversion, into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Units, and (B) preserves as far as reasonably possible under the circumstances circumstances, the distribution, special allocation, conversion, and other rights of such Holdersset forth in this Exhibit 8 and the Partnership Agreement.

Mandatory Conversion in Connection with a Capital Transaction. (a) If the Partnership, the General Partner Company or the Public REIT Manager shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Series K Preferred Common Units or other business combination or reorganization, or sale of all or substantially all of the PartnershipCompany’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) as a result of which Series K Preferred Common Units shall be exchanged for or converted into the right, or the Holders holders of Series K Preferred Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (any such transaction being referred to herein as a “Capital Transaction”), then the General Partner Manager shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to insure the conversion of the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership Company were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner Manager in good faith using the value attributed to the Series K Preferred Common Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership Company shall use commercially reasonable efforts to cause each Holder holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder holder of the same number of Series K Preferred Common Units, assuming such Holder holder of Series K Preferred Common Units is not a Person with which the Partnership Company consolidated or into which the Partnership Company merged or which merged into the Partnership Company or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders holders of Series K Preferred Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner Manager shall give prompt written notice to each Holder holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General PartnerManager, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder holder into Series K Preferred Common Units in connection with such Capital Transaction. If a Holder holder of LTIP Units fails to make such an election, such Holder holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder holder of a Series K Preferred Common Unit would receive if such holder of Series K Preferred Common Units failed to make such an election. (c) Subject to the rights of the Partnership Company and the General Partner Manager under the relevant Vesting Agreement and the terms of any Stock Plan under which LTIP Units are issued, the Partnership Company shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.121.10, and (ii) in the event LTIP Units are not converted into Series K Preferred Common Units in connection with the Capital Transaction (including pursuant to Section 1.12(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Units in connection with the Capital Transaction that, to the extent compatible with the interests of the Series K Preferred Unitholders and the shareholders of the Public REIT, (A) contains reasonable provisions designed to allow such Holders to subsequently convert their LTIP Units, if and when eligible for conversion, into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Units, and (B) preserves as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights of such Holders.to

Mandatory Conversion in Connection with a Capital Transaction. (a) If the Partnership, the General Partner, the Special Limited Partner or the Public REIT Parent shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self tender offer for all or substantially all Series K Preferred Partnership Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) as a result of which Series K Preferred Partnership Common Units shall be exchanged for or converted into the right, or the Holders of Series K Preferred Partnership Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination thereof (any such transaction being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the consummation of the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of any and all LTIP Units then eligible for conversionthat have become Vested LTIP Units and the Book-Up Target of which is zero, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Partnership Common Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Partnership Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder of the same number of Series K Preferred Partnership Common Units, assuming such Holder of Series K Preferred Partnership Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders of Series K Preferred Partnership Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder into Series K Preferred Partnership Common Units in connection with such Capital Transaction. If a Holder of LTIP Units fails to make such an election, such Holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder of a Series K Preferred Partnership Common Unit would receive if such holder Holder of Series K Preferred Partnership Common Units failed to make such an election. (c) Subject to the rights of the Partnership and the General Partner under the relevant Vesting Agreement and the terms of any Stock Plan stock incentive plan, including without limitation the Plan, under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.121.10, and (ii) in the event LTIP Units are not converted into Series K Preferred Partnership Common Units in connection with the Capital Transaction (including pursuant to Section 1.12(a1.10(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii1.13(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Partnership Common Units in connection with the Capital Transaction that, to the extent compatible not incompatible with the interests of the Series K Preferred Partnership Common Unitholders and the shareholders of the Public REITSpecial Limited Partner and/or Parent, (A) contains reasonable provisions designed to allow such Holders to subsequently convert convert, redeem or exchange their LTIP Units, if and when eligible for conversion, redemption or exchange into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Partnership Common Units, and (B) preserves as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights of such Holders.

Mandatory Conversion in Connection with a Capital Transaction. (a) 12.1 If the Partnership, Partnership or the General Partner or the Public REIT shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self self-tender offer for all or substantially all Series K Preferred Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) ), in each case as a result of which Series K Preferred Common Units shall be exchanged for or converted into the rightright to receive, or the Holders holders of Series K Preferred Common Units shall otherwise be entitled, entitled to receive cash, securities or other property or any combination thereof (any such transaction each of the foregoing being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversionconversion under Section 9 of this Designation, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at for the consideration provided in the agreement or agreements with respect to the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Partnership Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction)) shall convert into a Common Unit under Section 9 of this Designation. (b) 12.2 In anticipation of such LTIP Unit Forced Conversion in Section 12.1 of this Designation and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Common Units into which his or her LTIP Units will be converted pursuant to this Section 12 of this Designation the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder holder of the same number of Series K Preferred Common Units, assuming such Holder holder of Series K Preferred Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders holders of Series K Preferred Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion pursuant to this Section 12 of this Designation of each LTIP Unit held by such Holder holder into Series K Preferred Common Units in connection with such Capital Transaction. If a Holder holder of LTIP Units fails to make such an election, such Holder holder (and any of its transferees) shall receive upon conversion pursuant to this Section 12 of this Designation of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder holder of a Series K Preferred Common Unit would receive if such holder of Series K Preferred Common Units failed to make such an election. (c) 12.3 Subject to the rights of the Partnership and the General Partner under the relevant any Vesting Agreement and the terms of any Stock Plan plan under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.12, 12 of this Designation and (ii) in the event LTIP Units are not converted into Series K Preferred Units in connection with the Capital Transaction (including pursuant to Section 1.12(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing acquiring entity, as the case may be, for the benefit of those Holders the holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Common Units in connection with the Capital Transaction thatthat will contain provisions enabling the holders of LTIP Units that remain outstanding after such Capital Transaction to preserve, to the extent compatible with the interests of the Series K Preferred Unitholders and the shareholders of the Public REIT, (A) contains reasonable provisions designed to allow such Holders to subsequently convert their LTIP Units, if and when eligible for conversion, into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Units, and (B) preserves as far as reasonably possible under the circumstances circumstances, the distribution, special allocation, conversion, and other rights set forth in this Designation and the Agreement (such agreement, a “Continuation Agreement”). If the Partnership is unable to enter into a Continuation Agreement with the successor or acquiring entity, as the case may be, the Partnership will purchase any remaining Vested LTIP Units for the Cash Amount. 12.4 To the extent a Capital Transaction is also a General Partner Liquidity Event pursuant to the Agreement and this Section 12 of such Holdersthis Designation is inconsistent with Section 9.5 of the Agreement with respect to the treatment of LTIP Units, this Section 12 of this Designation shall control.

Mandatory Conversion in Connection with a Capital Transaction. (a) A. If the Partnership, the General Partner or the Public REIT Company shall be a party to any transaction (including without limitation a merger, consolidation, unit exchange, self self-tender offer for all or substantially all Series K Preferred Common Units or other business combination or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any transaction which constitutes an LTIP Unit Adjustment Event) ), in each case as a result of which Series K Preferred Common Units shall be exchanged for or converted into the rightright to receive, or the Holders holders of Series K Preferred Common Units shall otherwise be entitled, entitled to receive cash, securities or other property or any combination thereof (any such transaction each of the foregoing being referred to herein as a “Capital Transaction”), then the General Partner shall, immediately prior to the Capital Transaction, exercise its right to cause an LTIP Unit Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations that occur in connection with the Capital Transaction or that would occur in connection with the Capital Transaction if the assets of the Partnership were sold at the Capital Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed to the Series K Preferred Partnership Units in the context of the Capital Transaction (in which case the LTIP Unit Conversion Date shall be the effective date of the Capital Transaction and the conversion shall occur immediately prior to the effectiveness of the Capital Transaction). (b) B. In anticipation of such LTIP Unit Forced Conversion and the consummation of the Capital Transaction, the Partnership shall use commercially reasonable efforts to cause each Holder holder of LTIP Units to be afforded the right to receive in connection with such Capital Transaction in consideration for the Series K Preferred Common Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination thereof) receivable upon the consummation of such Capital Transaction by a Holder holder of the same number of Series K Preferred Common Units, assuming such Holder holder of Series K Preferred Common Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person. In the event that Holders holders of Series K Preferred Common Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Capital Transaction, prior to such Capital Transaction the General Partner shall give prompt written notice to each Holder holder of LTIP Units of such election, and shall use commercially reasonable efforts to afford such holders the right to elect, by written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such Holder holder into Series K Preferred Common Units in connection with such Capital Transaction. If a Holder holder of LTIP Units fails to make such an election, such Holder holder (and any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same kind and amount of consideration that a Holder holder of a Series K Preferred Common Unit would receive if such holder of Series K Preferred Common Units failed to make such an election. (c) C. Subject to the rights of the Partnership and the General Partner under the relevant any Vesting Agreement and the terms of any Stock Plan plan under which LTIP Units are issued, the Partnership shall use commercially reasonable efforts to (i) cause the terms of any Capital Transaction to be consistent with the provisions of this Section 1.12, 1.14 and (ii) in the event LTIP Units are not converted into Series K Preferred Units in connection with the Capital Transaction (including pursuant to Section 1.12(a) above), but subject to the rights of the General Partner and the Partnership set forth in Section 1.15(b)(ii) below to the extent that they can act without the consent of Holders of LTIP Units, enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of those Holders any holders of LTIP Units whose LTIP Units will not be converted into Series K Preferred Common Units in connection with the Capital Transaction that, that will contain provisions enabling the holders of LTIP Units that remain outstanding after such Capital Transaction to the extent compatible with the interests of the Series K Preferred Unitholders and the shareholders of the Public REIT, (A) contains reasonable provisions designed to allow such Holders to subsequently convert their LTIP Units, if and when eligible for conversion, into securities as comparable as reasonably possible under the circumstances to the Series K Preferred Units, and (B) preserves preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other rights of such Holdersset forth in this Exhibit K and the Partnership Agreement.