Common use of Other Matters Relating to the Exchange Rights Clause in Contracts

Other Matters Relating to the Exchange Rights. A. Any Partnership Units transferred to Crescent Equities in connection with the exercise of the Exchange Rights shall be canceled. B. Upon any transfer of Partnership Units by an Exchanging Person to Crescent Equities pursuant to Section 8.6 above, the Partnership Interest of such Limited Partner or Assignee shall be decreased (and the Partnership Interest of Crescent Equities shall be correspondingly increased) as provided in this Section 8.8.B. The Partnership Interest of such Limited Partner or Assignee subsequent to the exchange event shall be equal to the product of the following: (i) the Partnership Interest of such Limited Partner or Assignee immediately prior to the exchange event, multiplied by (ii) a fraction, the numerator of which is the total Partnership Units owned by such Limited Partner or Assignee immediately after the exchange event, and the denominator of which is the total number of Partnership Units owned by such Limited Partner or Assignee immediately prior to the exchange event. Notwithstanding the foregoing, if a Limited Partner or Assignee owns Partnership Units and also owns Partnership Interests issued pursuant to Section 4.3 or 4.7 above, which Partnership Interests were not associated with Partnership Units, the portion of the Partnership Interest of such Limited Partner or Assignee that represents the Partnership Interests issued pursuant to Section 4.3 or 4.7 shall not be subject to reduction pursuant to the provisions of this Section 8.8.B. - 45 -

Other Matters Relating to the Exchange Rights. A. Any Partnership Units transferred to Crescent Equities in connection with the exercise of the Exchange Rights shall be canceled. B. Upon any transfer of Partnership Units by an Exchanging Person to Crescent Equities pursuant to Section 8.6 above, the Partnership Interest of such Limited Partner or Assignee shall be decreased (and the Partnership Interest of Crescent Equities shall be correspondingly increased) as provided in this Section 8.8.B. The Partnership Interest of such Limited Partner or Assignee subsequent to the exchange event shall be equal to the product of the following: (i) the Partnership Interest of such Limited Partner or Assignee immediately prior to the exchange event, multiplied by (ii) a fraction, the numerator of which is the total Partnership Units owned by such Limited Partner or Assignee immediately after the exchange event, and the denominator of which is the total number of Partnership Units owned by such Limited Partner or Assignee immediately prior to the exchange event. Notwithstanding the foregoing, if a Limited Partner or Assignee owns Partnership Units and also owns Partnership Interests issued pursuant to Section 4.3 or 4.7 above, which Partnership Interests were not associated with Partnership Units, the portion of the Partnership Interest of such Limited Partner or Assignee that represents the Partnership Interests issued pursuant to Section 4.3 or 4.7 shall not be subject to reduction pursuant to the provisions of this Section 8.8.B. - 45 -8.8.B.

Other Matters Relating to the Exchange Rights. A. Any Partnership Units transferred to Crescent Equities in connection with the exercise of the Exchange Rights shall be canceled.. -45- 51 B. Upon any transfer of Partnership Units by an Exchanging Person to Crescent Equities pursuant to Section 8.6 above, the Partnership Interest of such Limited Partner or Assignee shall be decreased (and the Partnership Interest of Crescent Equities shall be correspondingly increased) as provided in this Section 8.8.B. The Partnership Interest of such Limited Partner or Assignee subsequent to the exchange event shall be equal to the product of the following: (i) the Partnership Interest of such Limited Partner or Assignee immediately prior to the exchange event, multiplied by (ii) a fraction, the numerator of which is the total Partnership Units owned by such Limited Partner or Assignee immediately after the exchange event, and the denominator of which is the total number of Partnership Units owned by such Limited Partner or Assignee immediately prior to the exchange event. Notwithstanding the foregoing, if a Limited Partner or Assignee owns Partnership Units and also owns Partnership Interests issued pursuant to Section 4.3 or 4.7 above, which Partnership Interests were not associated with Partnership Units, the portion of the Partnership Interest of such Limited Partner or Assignee that represents the Partnership Interests issued pursuant to Section 4.3 or 4.7 shall not be subject to reduction pursuant to the provisions of this Section 8.8.B. - 45 -8.8.B.